Waking Nightmares
by KnightMysterio
Summary: Luna's nightmares herald the arrival of nine warriors from another world, who have unwillingly been turned into ponies by the force that brought them there.  Why were they transported to Equestria?  And what is the horror that haunts Princess Celestia?
1. The Nine Falling Stars

_**Waking Nightmares**_

_by Jonathan "KnightMysterio" Spires_

_ All characters copyrighted to their original owners, and used for non-profit amusement reasons. Comments, constructive criticism, and especially compliments are not only welcome, but encouraged._

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_Equestria..._

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

YoU cAnNoT eScApE mE

i Am WhO yOu ReAlLy ArE

sOoN yOu WiLl Be A nIgHtMaRe AgAiN

Princess Luna twisted and turned in her sleep, horrific visions of dark shadows that chased her through steel corridors. Through windows she passed, she saw a pale, ivory-furred pony with no face in the distance. With each window she passed, the figure got closer... and closer... and closer... until finally, the dark, faceless pony was RIGHT IN FRONT OF HER!

"HELP ME!"

Luna screamed in fright, shooting awake in her bed. She looked around, seeing nothing, no demonic faceless pony, no shadows trying to kill her. Shivering, she put her head under the covers and began to sob. A few moments later, Celestia trotted in, her elegant, flowing mane somewhat disheveled. "Luna? Luna what's wrong?" she asked. Luna, startled, looked up at Celestia, and began sobbing again. Celestia, concerned, went to her sister's side and hugged her tightly. "Shh, shh, it's okay... I'm here for you..."

Luna tried to speak, but could only sob. Celestia frowned, worried for her sister, whispering comforting things to her, trying to calm her down.

_What could have scared her this much?_ she thought. When Luna finally calmed down, she managed to get her to speak.

Luna sniffled. "There were these... I guess you could call them living shadows, that were chasing me, clawing at me... I could feel them cutting into me even as I ran, but no matter how fast I went I couldn't escape... There was a voice... Nightmare Moon's voice, but distorted, monstrous... And there was this... thing, this faceless pony. It just kept getting closer and closer and closer..." She broke down sobbing again.

Celestia was more than a little stunned. To have such a graphic dream... It sounded more like a vision. And that faceless pony... Where had she heard of that before? She needed to study this... As she looked down at her sister, who was still snuggling up against her, crying, she amended her last thought.

_After she's calmed down and gotten some sleep, I'll study this..._ Celestia thought. She looked up at the stars, and sighed. "Please... Let nothing bad happen... But if it does, let my sister be safe..."

As if in response to her wish, nine stars suddenly fell from the sky. She wondered a little about that, and then dismissed the thought immediately. Her sister was much more important...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_A few days later..._

_A field just outside Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

A gray-furred, cross-eyed pegasus, enjoying her day off from work, was bouncing around a plush squeaky muffin that had been made for her. (She liked it because she could play with it without feeling like she was wasting food.) She would bouncing the toy off her head and rump, roll it around, make it squeak while bouncing it up and down... She blinked, and looked over at the clocktower. Nodding, she decided to keep playing with the muffin. "I still have time before I have to pick up my daughter from school," she said. "More time for old Derpy Hooves to have some fun."

She began playing with her muffin-shaped toy for a few minutes more when she started to hear some voices arguing. She listened in carefully, slowly making her way to the source of the voices. As she got closer, she began to notice details. For one, they all had odd accents. For another, there seemed to be only one female. She giggled a little, a naughty, inappropriate thought occurring to her, which she quickly dismissed. Finally, she got close enough to see them... and they were the strangest ponies she had ever laid her eyes on.

One of the ponies was HUGE, a blue-furred, hulking Earth pony stallion, bigger even than Big Macintosh, with a short, close-cropped white mane, clad in a blue shirt and a vest of some material she didn't recognize. He stood protectively near a white unicorn with glasses, his dark-black mane in a slight curl on his forehead, and a white coat with a blue cross on it. A frustrated looking unicorn with dark blue fur, wearing a yellow hard-hat, blue work vest, and goggles, stood nearby, looking like he had a headache. Fluttering nearby was a young pegasus with sky blue fur in a blue shirt and blue-green hat, an odd-looking set of headphones around his ears. He was chuckling at the two arguing ones, an Earth pony in a blue shirt and helmet and a pegasus with a blue mask of some kind that just revealed his eyes and muzzle, a suit-coat and jacket over his chest, holes in the back for his wings. He clutched a knife of some kind in his tail and judging by the furious expression on his face as he yelled at the helmeted pony, he looked to be on the verge of using it. Looking bored with the whole ordeal, an Earth pony with dark blue fur, a black mane and goatee, an eyepatch over one eye, and a cotton cap over his head just sat and grumbled. The lone mare of the group, her fiery red hair a stark contrast to her blue fur, giggled, her unicorn horn glowing every so often. The last of the nine of them, a pegasus wearing a blue shirt and vest, sunglasses, and a wide-brimmed hat with one end turned up. He stood on a rock near the group, slowly scanning the area around them.

Derpy frowned, trying to make sense of this. The only real commonality she could sense between them was the abundance of blue and the fact that most of the stallions had short-cropped manes. Curious, she moved forward, hunkering down in the nearby tall grass, inching closer to try and get a better listen.

"...And YET AGAIN you refuse to acknowledge zat zis is YOUR FAULT. JUST like ze first time!" the masked pegasus snarled, idly flicking his knife open and closed.

The helmeted Earth pony snarled right back at him. "You can't hold me responsible for this, maggot! There wasn't even a wizard around this time!"

"Here we go again," muttered the hard-hatted unicorn

"Vhat vill this bickering accomplish?" the white unicorn asked, an irritated expression on his face.

"YOU STAY OUT OF THIS, YOU MISERABLE KRAUT!" the helmeted Earth pony roared, a crazed look in his eyes. "I know what I'm doing, now everyone just shut and follow orders! We are going to that settlement up ahead and we will establish HQ there! We will not be caught off guard when the inevitable attack from RED comes!"

"Oh for..." the hard-hatted unicorn, "Solly, if RED WAS here, they'd have attacked already!"

The one called Solly almost hissed his answer. "That's just want they want you to think! Those REDS are sneaky, they are..."

"Yeah, and that's why we been steamrollin' them the past few weeks," said the young pegasus in the cap, "Thanks to Engie and Spy takin' command."

The pegasus in sunglasses's eyes went wide for a moment, Derpy not noticing as he stared right at her. "Mates..." he said, trying to get their attention.

'Solly' snorted again, jutting his chest out. "BAH! Coincidence. We would have started winning against those maggots soon enough."

The young pegasus snorted laughter. "Yeah right."

'Solly' snarled at him, but shook his head, taking a deep breath and trying to calm down. "All right, all right. Even if the REDs aren't here, we can't just stay here. Ever since we got transported to this world and transformed into ponies, we've been near helpless. Only a handful of us have abilities resembling our old weapons, and it took us way too long to learn basic motor control," he said, adding with a mutter. "I'm just glad there's bathrooms in this world... We need to have a base of some kind! We can't just bumble around in the woods the whole time! We are going to that town and I AM LEADING THE CHARGE!"

"Mates..." the sunglasses-wearing pegasus tried again, frowning.

The one-eyed Earth pony sighed, standing up and putting a hoof on 'Solly's' shoulder. "Lad... Ye do tend to make a bad first impression... Engie and Spy are best at dealin' with civilians... And since we aren't even in our world now, much less our own bodies, we need te be careful about this. Engie and Spy are the best planners, ye know that."

'Solly' sputtered for a moment, trying to protest, but eventually drooped his head, nodding. "You're right... I don't like it, but you're right..."

The pegasus in sunglasses sighed. "That's great, mates. And now that you're done blabbing about, maybe you'll actually listen to me when I say there's someone here that's been watchin' us for the past few minutes."

Everyone turned to where the pegasus pointed, Derpy yelping in fright. She wanted to run, but she felt paralyzed with fear, and could only stare at the nine odd ponies with fright.

'Solly' looked like he wanted to charge, but the one-eyed pony held a leg up, holding him back and shaking his head. Visibly forcing it, 'Solly' managed to calm down. The hard-hatted unicorn had to do the same with the mare, who gained a sudden manic grin on her face at the sight of Derpy and started forward. The hard-hatted unicorn had an easier time getting her to back off, though. Afterwards, the pegasus in a suit and the hard-hatted unicorn came up to her.

"Forgive our associate," the masked pegasus said, his manner all charm and confidence. Derpy blushed despite herself and giggled, as he continued, saying, "He is overbearing at times, but he means well and is a loyal comrade."

'Solly' just snorted, sulking next to the one-eyed pony.

The hard-hatted one nodded, sighing. "Anyway, as y'all may have guessed, we ain't from around here..." he said, smiling in a warm, friendly fashion that made Derpy feel much better around the nine of them. "And as y'all can probably guess, we're a little anxious t'get home. We was wonderin' if y'all knew of any magical authority around here that mahght know of a way to send us back?"

Derpy frowned, thinking for a moment. Did she really want to expose these strangers to Princess Celestia? These two seemed nice enough, but something about the mare bothered her, especially her Cutie Mark, which was a violent flame. After a moment, though, she decided that Celestia could probably easily handle them. And if not her, then Twilight Sparkle and her friends could. After all, she had heard they defeated Nightmare Moon...

"Well... There's Equestria's ruler, Princess Celestia."

The masked pegasus blinked, and smiled, pleased to have learned something. "Equestria? This world's name is Equestria? How..." he looked around, chuckling, "...appropriate."

Derpy blinked. "Wow, you really ARE from another world..."

The hard-hatted unicorn chuckled, an amiable chuckle that made Derpy feel good. "I guess it is kinda obvious..." he admitted.

Derpy giggled. "Anyway, I don't know how to contact the Princess directly. But I do no someone who does. She was actually a student of the princess herself."

The hard-hatted one nodded. "We'd like t'meet her then, miss..."

Derpy blinked. "OH! I'm sorry. I'm Derpy Hooves. I'm one of the mail carriers for the town, but today's my day off. I was just playin' with my muffin toy and..."

The others briefly stared at her when she said her name before the youngest of them spoke up. "Izzat what dat t'ing is?" the younger pegasus said, pointing off to where Derpy had dropped her toy, "Next to the pack?"

"Yeah, that's it!" she said, smiling. The young pegasus nodded. "Eh, no problem. Lemme go get that for ya, save ya goin' outta yer way." Before Derpy could protest, the younger pegasus zipped off with surprising speed towards the toy. He picked it up and put it in the pack. He stared at the pack for a moment before nudging his nose over it and messily tossing it onto his back. "Eh, not bad," he said, flying back to her. "Here ya go, lady."

Derpy giggled. "Thank you," she said, grabbing her pack off of him and in a much smoother motion, tossing it over her shoulder.

The masked pegasus nodded. "Wonderful. And to be polite, we shall introduce ourselves. I am Spy," he said, bowing grandly, his charming manner making Derpy blush again.

"I'm Scout," the young pegasus said, "Pleased ta meetcha."

"Name's Engineer, ma'am," the hard-hatted one said.

The sunglasses-wearing pegasus nodded, his hat tipping slightly. "I'm Sniper. Pleasure's all mine, Miss."

"In name and profession, I am Medic," the white unicorn said, nodding slightly.

"I am Heavy Weapons Guy!" the big stallion said, grinning amicably, "You can call me Heavy, though! Is good to meet you, little silly-eyes pony!"

The one-eyed pony shook his head. "I'm Demoman, lass. Me grumpy associate here is Soldier."

Soldier, still looking sullen, just snorted.

"Pyro," the mare said, grinning creepily, her voice a hissing rasp.

Spy nodded. "Together, we are a zecurity force zat works for a corporation called Builder's League United. Or BLU, for short."

Derpy nodded, smiling. She felt a little better about the group, as they seemed friendly enough. And security force... that must mean they were a sort of royal guard. That was good, right? "C'mon, I'll show you around Ponyville, take you to the person you need to see."

"We'd like that, little darlin,'" Engineer said, smiling. Derpy took off, flying slowly towards the town, the others falling into step behind her, Sniper, Spy, and Scout taking to the air.

After a few minutes of walking in a somewhat awkward silence, Medic galloped up to her. "Miss... Hooves, vas it? I vas vondering... Have you talked to a doctor about your eyes?"

Derpy frowned. She wasn't really comfortable with the topic, but she could tell from Medic's tone that he didn't mean anything insulting by it. "A couple. Treatment's too expensive, though. It doesn't affect my vision that much, and barring a couple jerks who like to use my name as an insult, everyone's been nice to me, so I don't really care."

Medic frowned. It had become reflex to ask about medical conditions when he saw them, and he had guessed that she might be fine with it. Still, he felt a professional need to ask about it.

Anything to occupy his mind on the fact that he was no longer in his world or even in his own body...

Engineer, sensing Medic's discomfort, decided to strike up a conversation. "Maybe y'all can tell us about this person yer takin' us to see?"

"Oh! Okay," Derpy said. "Her name is Twilight Sparkle. She used to live in Canterlot, the capital city, and was an apprentice to Princess Celestia herself! She's really good at magic, and keeping things organized. She's got a baby dragon assistant named Spike, who's a really nice guy, and this really neat pet owl that helps her at night."

At the mention of 'dragon,' Demoman began smirking.

"Shaddup," Soldier muttered, "It doesn't count, this isn't our world."

"She sounds like a razzer interesting lady," Spy said, idly using his tail to stuff his knife in his coat pocket when Derpy was looking away.

"Heheh. She's cool. She can be a bit overly bookish at times, but she and her friends are always there for each other," Derpy said, smiling widely. She told them about what she knew of Twilight Sparkle and the adventures she and her friends had. Medic and Engineer in particular seemed fascinated by the stories.

Eventually, they got into town, making their way to a large house near the town square. To the surprise of the BLU team members though...

"Is that house... made outta gingerbread?" Scout asked, he and the other three pegusi landing.

Derpy giggled, shaking her head. "Nope. That's Sugar Cube Corner. The best pastry shop in all of Equestria and the home of the premiere party planner of Ponyville." She looked again, though, and spotted another pony she knew outside, selling cupcakes.

"Cupcakes! Getcha cupcakes here!" said the rainbow-maned pegasus, "Special discount today, only one bit!"

Ponies were coming up and purchasing the cupcakes, which had a sweet, appley smell to them, white frosting and an apple slice topping them. The pegasus smiled, nudging the paper plates that held the cupcakes on them towards people, who would take them in their mouths and walk off with them. Derpy led the nine dimensionally displaced ponies up to the table.

"Heya Rainbow Dash," Derpy said, "Helping out today?"

"Hey, what's up Derpy?" Rainbow Dash said, "Yeah, Pinkie's not feeling so hot. She had a really, really bad nightmare last night that sorta... put her off cupcakes for a while... She came to my place and was in a bad way, so I agreed to help out while she got some more sleep. The Cakes are gonna stick to using those pans for muffins for a while."

Derpy frowned. From Rainbow Dash's expression she could tell that she was holding back some details, but she decided not to press it. Pinkie Pie was their friend, while she was just an acquaintance, so she'd let them handle making her feel better. "Hnh... Hope she's okay..."

"Me too," Rainbow Dash said. She blinked, noticing the nine members of BLU behind Derpy for the first time. "Whoah!" she said, impressed by them. "Who're your new pals?"

Derpy started to explain, then giggled. "Y'know what? I'm gonna let them tell. It'd take too long, I'm not even sure I believe half of it, and I need to go pick up my daughter from school. Y'mind taking over as hostess for me?"

Rainbow Dash looked them over, and shrugged. "Sure, why not? Wanna buy some cupcakes before you go?"

Derpy nodded. "Yeah, sure, why not?" she said, putting down eleven bits. "Nine for my friends, one for Dinky, and one for me" she said, taking two of the plates and flying off. "See you around, Rainbow Dash!"

"Say hi to Dinky for me!" Rainbow Dash said, waving with a hoof. She turned to the nine BLU members, nudging some cupcake plates towards them, the last ones on the table. "Anyway..." she said to the gathered ponies, "Eat up. It's a double promo today. Another buddy of mine runs this apple farm just outside of town. Best. Apples. Ever. Makes the cupcakes even tastier."

The others looked at each other. Medic stepped forward first. "Danke, Fräulein Dash," he said, leaning in and taking a bite. "Mmm, these are quite good."

The others stepped forward after that, eating their own cupcakes. Rainbow Dash giggled as Heavy picked his up and ate it in one bite. "Moist and delicious!" he said, licking his lips. "Is quite tasty cupcake, little rainbow friend!"

Engineer nodded. "Much obliged for the hospitality," he said, "If'n y'all see Derpy Hooves again before us, would'ja let'er know we appreciate her buyin' the snacks?"

Rainbow Dash nodded. They seemed pleasant enough. "I'm Rainbow Dash," she said, "The fastest pegasus in all of Equestria."

"Izzat so?" Scout said, grinning widely. He would love to put that to the test.

Rainbow Dash twitched, and put her face right in Scout's. "Yeah, that's so," she said, grinning a little, sensing a challenge from the little pegasus in the blue shirt, "Wanna make something of it?"

"Not... at the moment, no... You'll have to forgive Scout, he's rather impulsive and that can sometimes override his better judgment. And etiquette," Spy said, glaring at Scout, who just giggled but said nothing. "We are actually here on business. We find ourselves at... something of a loss, and..."

"Just tell her," Soldier muttered.

Spy glared at Soldier. To his surprise, though, Engineer seemed to agree. "We might as well, pardner. Ain't gonna accomplish nothing by joshin' around before getting' to the point."

Spy stared at Engineer for a moment, then at the others, who seemed to agree with him. He sighed, and said, "Very well then. A few days ago, we found ourselves transported to Equestria from another world via unknown means. Upon our arrival here, we were forcibly transformed, via similar unknown means, into the forms you see before you now. We are seeking a powerful magical authority to try and return back to our world and hopefully back to our natural forms as well."

"Betcha anything she doesn't believe a word of it," Pyro muttered. "I know for a fact that it's true and I'm not sure that I believe it."

Rainbow Dash stared at them, frowning, fluttering in the air a little. She DIDN'T believe it. Sure, they dressed weird, but honestly, they were no more bizarre than some of the dresses Rarity came up with. (Fashion was WEIRD in her view.) And honestly, their outfits seem rather plain anyway. "...Whatever you say," she said, shrugging. "Cool Cutie Marks, by the way."

Heavy blinked. "What is 'Cutie Mark?'"

Rainbow Dash's eyes widened. _What in... How could they not know what a Cutie Mark is! That's like, Pony 101! That... Oh geez, maybe they _are _from another world!_

Spy took note of Rainbow Dash's sudden silence. He frowned, but decided to roll with it. "I'm assuming that 'Cutie Mark' refers to the designs on our flanks?"

Rainbow Dash nodded, more than a little disturbed. "Yeah, that's... That's like GRADE SCHOOL stuff..."

Scout gagged. "Cutie marks... Can't BELIEVE some of the names for stuff here..."

The nine turned to look at their Cutie Marks. Scout's was a baseball bat with wings attached to it. Soldier's was a rocket. Pyro's was a violent flame. Demoman's was an exploding pipe bomb. Heavy's was his minigun, Sasha. Engineer's was a wrench. Medic's was a blue cross, similar to the one on his coat. Sniper's was a sniper scope. And Spy's was the upper body of a stick figure getting stabbed in the back of the head.

"Certainly interestin,' ah guess," Engineer said, turning to look at Rainbow Dash's mark. "Maybe y'all could explain what they mean to us later?"

"Yeah... sure..." Rainbow Dash said, confusion evident on her face. A lavender pegasus flew down to Rainbow Dash, startling her.

"Rainbow Dash? We lost the schedule for today... When and where was that rain supposed to be?" the pegasus asked.

Rainbow Dash shook her head. Too much was going on at once for her to focus. Fortunately, she knew what was supposed to happen. "Put the storm over the botanical gardens, the ones about five miles from Sweet Apple Acres, at Five o'clock. They've been a little dry lately ever since their irrigation system broke down." She shook her head. "That's the third time this month. Who's been handling the schedules?"

"I don't know," the lavender pegasus sighed, "It's some new supervisor I've never seen before..."

Rainbow Dash shook her head. "Look, just make sure that there are at least three copies of the weather schedule available at all times from now on, okay?"

The lavender pegasus nodded, flying off and pushing a cloud away. BLU watched in amazement, Rainbow Dash staring at them in shock. Weather management was another basic thing in this world. The three pegasi, at least, should be familiar with it.

"The weather is managed here?" Medic asked, his scientific curiosity piqued.

Rainbow Dash nodded numbly. "Yeah..." she said, "Pegusi keep the weather going..." _This is too weird_. She needed to talk to Twilight Sparkle. And FAST. "Listen, I gotta bolt for a sec. If Pinkie Pie wakes up and is looking for me, tell her I'm still fine and just went to get Twilight Sparkle."

Before the others could say anything, Rainbow Dash zipped off in a streak of color, creating a burst of wind that left the hat-wearing members of BLU holding their headgear in place.

Scout whistled, impressed. "Nice speed Dashy's got there... Wouldn't mind racing her once before going home..."

Spy cursed himself. "So much for infiltration..."

Engineer shrugged. "It may be better this way, t'just get things out in the open. This looks like a peaceful place. Even if we were natives, we wouldn't exactly belong."

As the others talked, Pyro was looking at the paper plates their cupcakes were on. She grinned wickedly, and placed them on the ground in a little stack. She knelt down, muttering, "Let's see if I remember how to do this..." She concentrated, her horn glowing, and after a moment, a burst of flame shot out, igniting the plates. She giggled happily, catching everyone's attention. Heavy yelped, and stomped out the flames, giving Pyro a disapproving look.

"Little Pyro must not set fires in public places. Is bad for businesses," he rumbled.

"Darlin,' we're trying to make a good impression here so's we can try and get an audience with the magical authority and get home..." Engineer said, sidling up to her.

"Poor little fire," Pyro said as she stared at the ashes of the plates, sniffling a little, "Snuffed out just as it was starting to grow..."

Engineer groaned softly. "Just... wait until we're not in a public place, please? And around so much potential collateral damage?"

Pyro blinked, as if noticing Engineer for the first time. It took her another moment to register his question, and she nodded, smiling a dementedly cheerful smile. "Only because YOU asked," she said.

"Very strange girlfriend ye have there, Truckie," Demoman chuckled.

Engineer sighed again.

After Heavy cleaned up the burnt plates, a bright pink Earth pony came out, with poofy hair that drooped a little, becoming straight at the ends. She looked at them curiously, yawning.

From the abundance of pink, they immediately guessed her to be the Pinkie Pie mentioned earlier in the conversation between Derpy Hooves and Rainbow Dash. Engineer smiled, nodding to her. "Ah'm sorry there, ma'am? Did we wake you?"

Pinkie Pie shook her head. "No," she said, and began looking around, her expression frantic. "Was... Was Rainbow Dash just here?"

Spy, in full Charming Mode, came up to her. "Indeed she was, my dear," he said, smiling his most dazzling smile. She went to fetch your ozzer associates, and promised to return shortly."

Pinkie Pie gave him a desperate, frightened look, one that startled him. "Was she... was she all there? Was any part of her missing?"

_What sort of bad dream did she have? _the nine BLU members thought.

"I saw no injuries, Fräulein. She was in good health," Medic said, stepping forward.

Pinkie Pie turned to him, saw that he looked like a doctor, and relaxed a little. "Okay... I guess... Yeah, she's okay," Pinkie said, smiling a little. "Thank y..."

Pinkie blinked, as if noticing the nine BLU members for the first time. She looked at all of them individually, her eyes going wide. Bizarrely, her hair became completely poofy, her pink coloring getting brighter.

Demoman and Soldier traded disturbed looks. "Are you all right, lassie?" Demoman said.

Pinkie Pie leaped into the air, letting out a long gasp, and zipped back inside, the door slamming shut behind her.

The BLU team members just stared, unable to figure out what to make of what just happened.

Rainbow Dash, with four other ponies and a little purple and green lizard in tow, arrived back a few moments later. The pale-yellow pegasus squeaked in fright at the sight of them and hid behind the white unicorn with the curly, elegant mane. Rainbow Dash and the lavender unicorn with the lizard-thing on her back stepped forward, Rainbow Dash zipping around and glaring at the BLU team members suspiciously.

"What happened, what went wrong?" she demanded.

"I..." Scout said, "I don't know. She came out, looking for you. Then... she acted like she didn't realize we were there at first, but when she did... Her hair got really poofy and her coat got brighter... she just leaped into the air and let out a big gasp, and then zipped right back inside! We didn't do anything other than say hi and tell her where you was!"

To BLU's surprise, the other five ponies let out a sigh of relief.

"Good, she's feeling better," the white unicorn said. "Poor dear seemed so sad after that horrible dream she had..."

"...I do not understand," Medic said.

The lavender unicorn giggled, adjusting the saddlebag she wore, which was filled with scrolls and books. "Pinkie Pie did the same 'gasp and run off thing' when I first came to Ponyville. She's planning on throwing you a party to welcome you here!."

Heavy brightened. "Party? I love parties!"

"Yeah, me too!" Scout said, jumping and doing a loop-de-loop before perching on Heavy's back, "That is so awesome, to get a party just fer showin' up!"

The other team members traded confused looks. Engineer smiled, and said, "That's right neighborly of y'all," he said, "But she really don't have to do this."

"Aw shucks," the orange pony in the cowboy hat said, Engineer sensing a kinship with her just from the accent, "That don't matter. She likes doin' nice things for people. And..." She looked back into the pastry shop. "She's kinda been in kind of a bad way lately... Ah know it's a bit much t'ask since we just met, but would y'all mind just goin' with it? It'd really cheer her up."

Soldier growled. "Don't we have something we need to do here?" he snarled, ignoring Demoman's scathing look.

"We're gonna be asking a big favor of them," Engineer said, "Ah don't see what the harm would be in repayin' them for it?"

"Besides," Spy added, agreeing with the idea, "Zere are worse zings we could do. I do not mind indulging in a celebration."

The lavender unicorn stepped forward, the lizard-thing hopping off her back and sniffing at them suspiciously.

"A favor? What do you mean?" she asked.

Rainbow Dash blinked. "OH! That's right," she said. "Guys, this is Engineer, Spy, Scout, Heavy, Pyro, Demoman, Soldier, Sniper, and Medic. They're a security team for a group called Builders League United."

"Or just BLU, for short," Spy added.

Rainbow Dash nodded, and continued, gliding over them. "They're from a whole other world entirely!"

Pinkie Pie poked her head out the window. "Another world? Like space aliens?" she said, disappearing and reappearing on top of Heavy's head, startling the large stallion. "SO COOL!" she cheered, bouncing up and down. She then paused mid-bounce, blinking. "I gotta change the theme of the party," she said, zipping back inside.

"We aren't that kinda aliens," Engineer said, "I don't think, anyway. I think we got sent over here from an alternate reality."

The lavender unicorn seemed doubtful. In an instant, Pinkie Pie was back out there, grabbing Engineer's face in her hooves. "Visitors from another dimension? Like in the fantasy books? THAT'S EVEN COOLER!" she shrieked joyfully. She paused again, looking confused. "Wait, what kind of theme can I use for that?" After a moment of thinking, she shrugged. "Eh. I'll go with the standard, then. With lots of blue. You guys like blue?"

The gathered ponies, native and otherwise, just stared her incredulously. Demoman looked over the blue garb they all wore, and chuckled. "Aye, lass, we do."

"Great!" she said, zipping back inside.

"Is she always that energetic?" Sniper asked.

The native ponies, again seeming relieved at their friend's exuberance, nodded. Rainbow Dash, still fluttering above the others, continued her introductions. "Anyway, BLU, I'd like you to meet my friends. First, this is Applejack," she said, gesturing to the orange pony with the cowboy hat.

"Pleasure t'meet y'all!" she said, smiling brightly. "Stop by Sweet Apple Acres later and I'll hook y'up with some of the finest apple treats in town!"

Engineer grinned. "Ah'd like that a lot, ma'am."

Rainbow Dash giggled, and gestured to the white unicorn. "Miss Curly here is Rarity. She runs the dress shop here in town," she said.

"It is always a pleasure to greet newcomers to our humble little town," Rarity said, bowing grandly. Spy, sensing an opportunity, turned on the charm again, gently lifting her hoof with his own and kissing it.

"Enchanté, mon cher," he said. Rarity blushed and giggled.

"My my, such a gentleman," she said.

Scout pulled his cap over his face, burying his head in his hooves to try and stifle his laughter.

Rainbow Dash rolled her eyes at the two of them, landing near the pale-yellow pegasus, nudging her forward a little. "This here's my best bud from school, Fluttershy."

Fluttershy grinned nervously. "H-Hello... It's very nice to meet you."

Heavy leaned down a little to greet her, Fluttershy yelping nervously and hiding behind Rarity again. "Little shy pony, do not be afraid! BLU is friend to all!" he boomed, smiling brightly.

She was still nervous, but the sincere smile on Heavy's face made her relax enough to smile back.

Rainbow Dash landed near the lavender unicorn and her lizard associate. "And this," the rainbow-maned pegasus said, "is Twilight Sparkle and her dragon partner, Spike."

Demoman blinked, and grinned at Spike. He had REALLY been wanting to see a dragon up close. "It's a pleasure t'meet y'both, lassie and lad," he said.

"Likewise, I'm sure," Twilight said. "What was it you wanted to ask?"

"Well," Engineer said, "We..."

"We want to go home," Sniper interjected bluntly. "We have nothing against any of you, but this isn't our world and these aren't our bodies. We'll stay for the party, but after that we really want to go home and to our families. Those of us that have them, at any rate."

Engineer sighed, and nodded in agreement. "If y'all could help us with that, or know someone who could, we'd be grateful. We don't wanna be any trouble..."

Twilight frowned. "I'm powerful, but I'm just an apprentice..." she said, thinking for a moment, "But Princess Celestia might be able to help!"

Spy smiled. "If you would be so kind as to write to her?"

Twilight thought for a moment, and nodded. "Spike, if you would?"

Spike frowned at them. "You sure, Twilight? They got a weird smell on them all. Like ash and... something else, I can't tell what..."

Twilight sighed. "No... But, I guess it's best to help them find their way home, right?"

Spike frowned, and shook his head, reaching into the saddlebag Twilight wore, pulling out a blank scroll and quill. He nodded to Twilight, who began dictating.

"Dear Princess Celestia. I hope this letter finds you and your sister in good health, and that she is feeling better after that terrible nightmare you mentioned in your last letter to me. We are all doing well here, but I have a very important request to make. Recently, my friends and I encountered nine strange new ponies that claim not only to be from another world entirely, but that the pony bodies they now have aren't their original ones. According to Rainbow Dash, they were unaware of what Cutie Marks were and the ability to control the weather that pegasus ponies have, lending credence to their claims. They seek to and are eager to return to their home and their original forms, and I was wondering if you knew of any magic that could help them. Signed, your loyal student, Twilight Sparkle."

"I cannot believe some of these names," Scout muttered.

"Hush," Spy admonished.

Spike rolled up the scroll and blew a gout of green flame that burned it up. Pyro seemed pleased by it, but she, like the others, was surprised when the ash floated off into the distance, towards a mountainside city.

"I have GOT to learn how to do that," Pyro giggled.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

_Royal castle..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Celestia looked over her books of monster lore, trying to find anything similar to the figure that Luna had described in her dream. Luna herself was busy with an abacus, doing various calculations in her head as she looked over some figures on a chart. Merely moving the abacus beads around seemed to have a calming effect on Luna, Celestia noticed. She smiled softly, glad that her sister seemed to be feeling better, her terrible nightmare nothing more than a bad memory...

"Nightmares..." she said softly, looking out over the villages and towns below her. Specifically, towards Ponyville, where her prized student Twilight Sparkle resided. She felt a shiver of fear for her go through her, and decided to focus on her studies. She was surprised a moment later, however, when a scroll appeared before her in a flame of green flame that she recognized.

"Oh!" Celestia said, startled.

Luna turned to her, frowning. "Sis? What is it?"

"A letter from my student," she said, "A little early for one, though..." She thought about it for a moment and shrugged, her horn glowing as she opened the scroll and read it.

She frowned, a worried expression coming to her face. Luna stood up, concerned. "Sister? What is it?"

"The nine stars that fell from the sky..." Celestia said, her voice one of wonderment. She turned to Luna, a thought occurring to her. "Luna, get ready. We're going to Ponyville."

Luna blinked. "Why?"

"Something major has happened," Celestia said, "I need us both to be there, just in case it's too powerful to handle for me alone."

Luna frowned nervously. "Are... are you sure?"

Celestia sighed, smiling indulgently. "It wasn't using your magic that made you become Nightmare Moon, Luna. I still don't know what outside force it was that corrupted you, but I intend to find out. Now come."

Luna smiled, feeling a little better due to her sister's confidence. She closed her book, and joined her sister as she wrote a return letter to Twilight. Back in Ponyville, Spike belched, literally coughing up the letter. Twilight caught it with her telekinesis and opened it.

"She's coming here... With Luna, for some reason..." Twilight read.

"An audience with royalty?" Spy said, smiling, "Oh, zis will be fun."

"Why princess?" Engineer asked. "If she's in charge, wouldn't that mean she's a queen?"

Twilight shook her head. "Technically yes, but she told me she refuses to do so out of reverence for her mother, who alongside her and Luna's father gave their lives to save them. I don't really understand it myself, but she tells me she feels unworthy of the title of queen."

Spy nodded, memorizing the information for later possible use, as was his habit. _But wait. I will be leaving soon. Why would I...? Unless she CAN'T... _Spy's eyes widened as he gasped. He shook his head, dismissing the thought. He had to hold onto the hope that Celestia could send them home.

At Twilight's suggestion, the nine members of BLU and the six ponies (Pinkie had to be convinced to temporarily abandon her party plans) gathered at Twilight Sparkle's library home. About an hour later, the royal carriage arrived, being drawn by armored pegasus ponies. (The BLU members were a little surprised to see apparently fully sentient ponies drawing the carriages. Medic, Spy, and Engineer made a mental note to ask about it later.) Twilight and her friends bowed as Luna and Celestia disembarked, thanking the two guardsponies, the BLU team bowing as well.

"Princess Celestia," Twilight said, "It's so good to see you again."

"As it is good to see you, Twilight Sparkle, and all your wonderful friends," Celestia said, radiating such benevolence that Spy, ever the ladies man no matter what his form, found himself blushing. Sniper noticed and would have teased him about it, but he was a professional and would wait until their business was concluded.

Twilight turned to Luna and bowed as well. "And Princess Luna, it is good to see you again," she said, grinning weakly, "Under... better circumstances of course."

Luna blushed, flinching. "Celestia speaks well of you, Twilight Sparkle. And... I wish to apologize to the six of you, and through you all of Equestria... Looking and actually seeing how much people appreciate my beautiful nights has made me realize that many of my... earlier decisions were drastically poor..."

"Well, sure!" Pinkie Pie chirped, meaning every word she said. "After a too hot day, a nice cool night is just the ticket!"

Luna smiled gratefully.

Celestia nodded. "And I'm assuming these gentleponies and lady behind you are the 'visitors' you mentioned?"

Twilight Sparkle nodded. "This is Scout, Soldier, Pyro, Demoman, Heavy, Engineer, Medic, Sniper, and Spy. Derpy Hooves apparently found them about a mile away from Ponyville."

"It is an honor to be in the presence of such beauty, my ladies," Spy said, practically oozing his trademark charm.

Celestia and Luna smiled at the nine of them, but it was an uneasy one. After a moment, Celestia asked, "Do you know how you got here?"

"'Fraid not, yer Majesty," Engineer said, shaking his head, "About four days ago, we was mindin' our own business and suddenly we got pulled into the sky. Next thing we know, we're crashin' down from high up. And when we wake up, we're in bodies that ain't our own!"

"The nine falling stars..." Celestia said, mainly to herself.

"...Pardon, ma'am?" Engineer said.

Celestia shook her head. "I may have witnessed your arrival in this world without knowing..." She hesitated a moment, and asked, "Your names... They sound like job titles than actual names. What is it you do?"

_Uh oh... _Spy thought. _Do they suspect? _Deciding to try the cover story, he said, "In our homeworld, we are a private security team hired by a company called Builders League United. BLU for short. We mainly protect BLU-held buildings from infiltration and demolition by our rival company, Reliable Excavations and Demolitions. Or, simply, RED. Our employer is... somewhat eccentric, and asked us not to use our real names to refer to each other. Something about preventing information on our families from reaching our rivals, so as to prevent bribes."

"Do not lie to me," Luna said.

The other ponies save for Celestia, who had the same suspicions, seemed surprised . The BLU members just cringed, trading worried looks, realizing they had been caught.

"Princess Luna," Spy tried, "I assure that..."

"My power is based in darkness," Luna said, "It grants me the ability to see through all shrouds. Including shrouds on the truth. I can accept that you may have been pulled here against your will. But I will not accept being lied to..."

A brief memory flashed through Luna's thoughts. _DrInK. dRiNk, AnD yOu WiLl At LaSt Be StRoNg..._

"I will not allow any harm to come to this world because of a lie, ever again..." Luna said softly, but with conviction. Celestia smiled warmly at the declaration before turning her gaze on the gathered BLU team members.

Spy frowned, and began idly playing with his knife, his expression going icy. Soldier growled angrily. Pyro's eye twitched, a manic giggle escaping her throat. Heavy's eyes narrowed, and Medic sighed wearily, as if expecting this. Scout began shifting nervously on his hooves, as if restraining himself from taking off, as Sniper just returned Celestia's cold gaze. Engineer grumbled inwardly, and began doing calculations in his head, trying to figure a way out of this, trying to ignore the worried looks Twilight Sparkle and her friends were giving them.

Demoman, however, didn't get up from where he was sitting. A tired expression on his face, he told Spy, "Just tell her everything, lad. There's no point in trying to come up with cute stories."

Spy frowned at him. "...If I must."

Demoman nodded. "No reason to lie when someone already suspects the truth."

Applejack blinked, and rubbed her neck against a low hanging branch.

Rarity gave her a confused look. Applejack shrugged. "Neck itched for a moment," the orange pony said.

Spy sighed, his expression turning cold. "Very well... The nine of us are mercenaries and assassins. Each one of us a killer, even the doctor," he said, the other ponies gasping. Spy nodded. "BLU and RED are direct rivals to each other, because two psychopathic twins brothers named Blutarch and Redmond Mann refuse to cooperate and share ze land their father left them. We fight in constant war games against our lookalike counterparts in RED. Either zey are clones, we are, or both sides are clones. Despite the best efforts of both myself and my RED counterpart, we have been unable to discover ze truth of ze matter. It's made things... awkward in matters of our families. I was not lying about our employer wanting us to use job titles as names, although he never gave us a reason. We simply use zem out of habit now, having grown used to doing so."

Twilight, Rarity, Applejack, Pinkie, Rainbow Dash, and Fluttershy stared at BLU in shock. Spike, shivering, suddenly realized what the second smell was. "Blood... That was the second smell... They all smell of ash and blood..."

Engineer sighed. "We got no beef with this world, and don't wanna cause no trouble. If'n you can help us get along home, we'll gladly be on our way."

Celestia and Luna traded looks. "I... I appreciate your honesty," Celestia said hesitantly, "And can respect your desire to leave without causing problems."

The nine of them looked up at her hopefully, their expressions almost pleading. Celestia felt her heart breaking as she spoke again.

"But... I don't know if I can help you at all," Celestia said. The faces on the nine members of BLU fell. Celestia bit her lip and continues. "I truly wish I could help, but I don't know the first thing about dimensional transportation magic at all. And even if I did, even Luna and I working together wouldn't have enough power to open a gate. It requires more power than even the two of us and most of the unicorns on Equestria together have."

"Ma..." Scout said softly, his head drooping. Sniper pawed the ground, a look of intense frustration on his face. Heavy and Pyro just stared at her, their expressions a mix of disappointment and fear. Soldier began growling, Demoman taking him aside and whispering to him harshly, trying to get him to calm down. Spy sat down, a contemplative look on his face, as Medic looked away, frowning.

"I am truly sorry," Celestia said, frowning. "I can look into other means of getting you home, but it will take some time for the research to be done..."

Engineer managed to smile weakly. "It's... fine. We..."

Pinkie Pie suddenly began shivering, bouncing up and down. The five ponies and young dragon about her suddenly became worried.

"What's wrong?" Medic said, "Is something the matter?"

Twilight, even though she had accepted it long ago, really couldn't believe she was saying it. "Pinkie Pie has... this ability to sense when things are coming. It usually manifests as a twitching. A fully body twitching means that a real doozy is coming..."

"A really big BAD doozy!" Pinkie said, shivering in fear. Heavy and Scout suddenly looked around, worried.

Engineer and Medic were prepared to accept the presence of magic. The disastrous DeGroot Keep incident that made Engineer and Spy seize leadership of BLU from Soldier had proven to them that magic existed. And even if it didn't their new abilities and forcible transportation to Equestria would have forced them to accept it.

But this sounded just silly.

"You've got to be kidding me," they chorused.

And then the screaming started.

Everyone turned in the direction of the sound. It was a guttural scream, with more fear in it than any of the native ponies had ever heard. Ponies were running around in panic, fearful for their lives. And there was a strong scent of blood in the air.

"Guards!" Celestia commanded, "Go, help as many as you can! We will be along shortly!" The two guardponies ran off, and Celestia turned to the gathered members of BLU. "I have no right to ask you this after my admitting my inability to help you, but whatever this is, I may need your help. I would like to commission you to help stop whatever is doing thiAAGH!"

From the roof of a nearby building leaped a monstrous figure, slashing with dark claws. They tore into Celestia's neck and chest, blood splashing out.

"SISTER!" Luna cried. Applejack kicked the creature as it reared up for another attack. Her powerful bucking strike knocked the creature back into a nearby wall. Luna, furious, turned her magic on the creature, freezing it in place and coating it in a layer of ice.

Celestia gagged, staggering, coughing up blood. Twilight was at her side, trying to hold her up, trying to remember a healing spell. Before either she or Luna could react, Medic was at Celestia's side. A beam of blue energy emitted from his horn, blue crosses similar to his Cutie Mark bubbling from it. As the others watched, Celestia's wounds healed up rapidly, even the scars fading away.

"How...?" Twilight Sparkle asked.

"On my world, in my natural form, I wielded a weapon I created called a Medigun, that could heal battlefield injuries. When I was turned into this body, I gained the ability to produce my Medigun's healing beam without need of the actual gun," Medic explained.

"It's a useful ability," Celestia said, Luna and Twilight helping her to her feet. She went over, ignoring the protests of her sister and student to rest. "What... What is this?" Celestia asked.

"This isn't native?" Demoman asked, confused.

"It... It looks like a Diamond Dog," Rarity said, "But... different somehow."

The others looked at it. It did indeed resemble the ape-like canines that had captured Rarity before, but horribly corrupted. Black liquid oozed from its mouth, its claws black and jagged. The eyes were massive pools of darkness, the scent of rot and oil on its breath.

Luna stared at it, her eyes glowing for a moment. "Whatever it was before, it's not now. This creature, and most likely the others, has been corrupted beyond recovery... Beyond that, the most I can tell from it is that its a scout, and the main force hasn't arrived yet. Its mind has long since been destroyed beyond basic instincts..." she said, Celestia nodding in agreement, getting the same sense from the creature.

Heavy snorted, rearing up and bringing his hoof down, crushing the creature's head. It exploded like a wet sack, splattering in a mass of black goop, startling the Equestria natives. "Then we will crush tiny baby monsters, and protect little ponies!" he rumbled.

"Commission accepted, Princess," Spy said, vanishing in a swirl of smoke.

"Anything to take our minds off of the situation," Sniper muttered, taking to the air.

"CHARGE!" Soldier bellowed, running back into town, the others following behind.

Celestia turned to Twilight and her friends. "You six help as many ponies and animals as you can get to safety. Luna and I will aid in the battle."

Both princesses took off, rising majestically into the air. They spotted Medic helping with the ponies that had been injured by the scout's attack. And as it turned out, they arrived just in time. The rest of the corrupted Diamond Dogs had arrived.

Snarling and slavering, they burst from underground, like demons from Hell. Thirty corrupted Diamond Dogs, turned monstrous by whatever it was that transformed them. They attacked indiscriminately, tearing into buildings and chasing down ponies. But they quickly found themselves with greater resistance than they expected.

Soldier had found a shovel somewhere and was using it as a bludgeon, holding it in his teeth as he literally tore into the corrupted Diamond Dogs. A crazed, blood-thirty expression was on his face as he fought, snarling like a beast. Demoman, who had grabbed a fallen beam and jammed a bunch of nails into it was fighting just as fiercely, bashing Diamond Dogs left and right.

Heavy bellowed as he slammed headfirst into a crowd of Diamond Dogs, the titanic stallion scattering them like bowling pins. He managed to pin one to the ground and crush its head, like he did before. He barely noticed the slashes he received, Medic, who was dashing back and forth between his teammates, healing any injuries they received. A Diamond Dog attacked Medic, its corrupted, savage mind thinking him an easy target because he was a doctor. But Medic just lunged forward, headbutting the Diamond Dog, jamming his horn in its neck, killing it instantly.

"I'm afraid your diagnosis is terminal!" Medic quipped, dashing off to help the others.

Scout was darting back and forth between Diamond Dogs, taunting them mercilessly and knocking them about with bucking kicks, luring them into Heavy, Soldier, and Demoman's reach. Spy disappeared and reappeared repeatedly, jamming his knife into the backs of the demonic Diamond Dogs, staggering them and leaving them open for Scout's kicks.

Celestia and Luna looked at each other and nodded, joining the fight themselves, their powerful magic literally tearing into the Diamond Dogs.

/\/\/\/\/\/\/\/\

Engineer tried to fight, but found himself outmatched. He was thrown off of the Diamond Dog he was attacking, and ended up crashing into Rarity's shop as she was barricading the windows. The ponies that had taken refuge there screamed in fright, relaxing only a little when they noticed it was Engineer.

"Oh dear," Rarity said, rushing to his side. "Are you all right?"

Engineer winced as he pulled himself to his feet. "Just a little shook up, ma'am," he said, "And a little annoyed that I don't have m'tools or m'buildings t'work with. Fightin' direct like this is more up the alley of the others..."

He looked around, noticing the abundance of gems, including several . He did some calculations in his head, and grinned. "Ma'am?"

"Rarity, darling," the white unicorn said, smiling warmly, appreciating that he was being gentlemanly even in this situation.

Engineer nodded. "Ah need t'borrow y'gemstones for a sec. I gots me an idea," he said.

Rarity blinked. "My gems?" she asked, confused. She looked out, hearing the screams and the roars of the corrupted Diamond Dogs. She looked back, a resolute expression on her face. "If it will help stop these monsters from hurting anypony, then you may make use of anything in my shop," she said resolutely.

"Much obliged, Miss Rarity," Engineer said, his horn glowing as he telekinetically lifted up all the gems, as well as a few beams and reflective surfaces. He tore all the gems out of the rather elegant dress that was under construction, Rarity flinching as her work was torn apart.

"That hurt physically hurt y'all, didn't it?" Engineer asked, noting her reaction with mild amusement.

"Yeees..." she whimpered.

"Ah'll make it up to you, ah promise," Engineer said. A blueprint was forming in his mind as he began to build, adding, "But first, lemme get this done..."

The work went quickly, Rarity returning to boarding up windows as Engineer build his device. A shell of reflective surfaces was formed around the gems, which were clustered inside in intricate patterns which Rarity thought were quite lovely. Spare wooden beams formed a base underneath the device... whatever it was.

"Will this contraption really help?" Rarity asked.

Before Engineer could answer, a Diamond Dog burst into the store. Rarity and the hiding ponies screamed in fear as the creature bellowed...

...but Engineer just smirked. "Sentry, goin' up."

He created a ball of light and dropped it into the back of the device. It bounced around the reflective surfaces, passing through the gems and growing in strength until it passed out of the barrel, becoming a thick beam of intense heat and light that vaporized the Diamond Dog, leaving only a black smudge.

"Wow..." Rarity said.

Engineer nodded, lifting up the Sentry to move it outside. "Ma'am, ah'm truly sorry about havin' t'use up your supplies like that. Ah'll do what I can t'make it up to you," he said, before rushing out to set up his Sentry again.

Rarity nodded, left speechless by the display. But for some reason, after Engineer's promise, she felt her neck itch a little...

/\/\/\/\/\/\/\/\

Rainbow Dash wasn't one to run away. She was terrified, certainly (not that she'd ever admit it out loud), but she wasn't about to back off. She would distract Diamond Dogs that were closing on people, luring them over to the fighters as Scout was, relying on her speed to keep her out of reach of the vicious claws. She wished she could do more, though.

The Sniper came up to her. "You. Sheila," he said.

"It's Rainbow Dash," she huffed.

"I don't care," Sniper said, "You said ponies control the weather?"

"Pegasus ponies, yeah," Rainbow Dash said, nodding, "But I don't see what that has to do with anything."

"Show me how to shoot lightning," Sniper said.

"What good will that do..." Rainbow Dash started. But even as she said it, she realized that she didn't have any better ideas. Glancing down at the others to see if they were all right, she nodded and led him up to a nearby gray cloud. She briefly explained how to move the clouds and trigger lightning, Sniper perching on the cloud as she spoke. He quickly wiped at the cloud, making a clear area in it.

"What are you doing?" Rainbow Dash asked, darting about anxiously, "Our friends our down there!"

"Patience," Sniper said, "Just because I tend to be meticulous even in the heat of battle doesn't mean I'm not thinking of me mates."

Sniper stared down through the clear area. Rainbow Dash glanced over his shoulder, realizing that there was a crosshair of sorts, and that everything was magnified. Sniper muttered to himself, slowly raising a hoof... and brought it down on the cloud.

There was a crackle of thunder, and a lightning bolt lanced down through the sky, striking a Diamond Dog demon in the head, which promptly exploded.

"...Wow," Rainbow Dash gasped, stunned.

Sniper nodded. "Slight delay before firing," he muttered, "But I can compensate for that. These blighters aren't that fast..." He moved the cloud, and took aim again, firing another lightning bolt that exploded the head of a Diamond Dog that had cornered Demoman.

"That is... REALLY disturbing and REALLY cool at the same time," Rainbow Dash said, chuckling nervously.

Sniper just smirked. "All part and parcel to the job, Sheila. No one hurts me mates while I've still got two good eyes."

Rainbow Dash giggled, appreciating the sentiment... although for some odd reason her neck itched a little for a moment...

/\/\/\/\/\/\/\/\

Fluttershy was trying desperately to herd some of the animals away, whimpering to herself as BLU, the Princesses, and the Diamond Dogs fought overhead. She led them through a carriage parking area beneath the mayor's office, trying to keep them safe from the battles and get them out to the forest. But as she made her way through, gently herding the rabbits, squirrels, and mice through, whispering calming things to them and just barely keeping the fear out of her own voice, a pair of Diamond Dogs came in, drooling and roaring. Fluttershy shrieked, paralyzed by fear, as the corrupted canines came in, roaring savagely...

...only to be knocked over like bowling pins as Heavy charged in, bellowing. One was knocked into a nearby coach, knocked senseless, as Heavy tackled the other one, charging forward and slamming it into a wall, the creature's spine audibly breaking. He snorted, and turned his attention to the other one as it picked itself up. It roared at Heavy, who just bellowed back in its face.

The Diamond Dog hesitated for a moment, and then turned towards Fluttershy. Sensing easier prey, it lunged towards her, roaring. Fluttershy squeaked, and covered her head with her hooves. Heavy charged the Diamond Dog, smashing into it with a shoulder tackle and sending it sprawling.

"Get behind me, little shy pony!" Heavy bellowed. He stood protectively in front of Fluttershy and her animal friends, the little yellow pegasus looking up at Heavy in awe. The Diamond Dog picked itself up again, snarling in frustration... only to get crushed into nothingness by a gravity spell cast by Luna.

"C'mon!" she said, "The tide's turned in our favor!" She flew out of the parking lot entrance, rejoining the battle. Heavy nodded, and turned to Fluttershy.

"Little shy pony is all right?" he rumbled, smiling warmly.

Fluttershy squeaked, still intimidated by Heavy's sheer size, but she managed to smile. Heavy sighed in relief. "Little shy pony should find place to hide with tiny animal friends. Little shy pony is not suited for battle, I think..."

Fluttershy actually managed to giggle. "Oh my... I couldn't agree more."

Heavy grinned. "Find safety. BLU Team shall triumph, and then everything shall be sandviches and Dalokoh's," he rumbled, tromping out to rejoin the fray before Fluttershy could ask what a Dalokoh's was.

_For someone so large, and brutal, and scary, he's really quite kind... _she thought. Even as the thought passed through her head, she felt a slight itching on her neck. She dismissed it, and began to gather the animals again.

/\/\/\/\/\/\/\/\

Scout was fully aware of the danger he was in at the moment. He was in an unknown place, in an unfamiliar body, without any kind of firearm, melee weapon... he didn't even have a single can of Bonk! But he was still enjoying himself, managing to keep his view on the bright side of things.

For one thing, HE WAS FLYING. So cool. It had taken him forever to master double-jumping, and now he was flying through the air. Plus, if those lightning bolts that Sniper was shooting were any indication, he could command the weather.

He hated the fact that he was stuck here. But he could see the bright sides of this place. Plus, this battle was GREAT stress relief.

"Bonk!" Scout crowed as he dive-bombed a Diamond Dog's head. The beast staggered, only to be caught by Pyro...

Scout, upon hearing the only female member of their team start laughing, decided to leave before Pyro started having her fun. He liked being able to sleep without nightmares.

He flew over the battlefield looking for more Diamond Dogs to harass, spotting a furious Celestia reminding everyone WHY she was one of the rulers of this world by immolating a Diamond Dog into ash with a solar blast. Scout shook his head and laughed, looking around again. He spotted a Diamond Dog chasing after the hyperactive pink pony from earlier... Pinkie Pie, he thought her name was...

Divebombing the Diamond Dog, he slammed into it at full speed, using its head as a surfboard. He went up to Pinkie Pie, who was catching her breath from running so hard.

"Hey, you okay there, Pinkie?" Scout asked.

"Yeah..." Pinkie managed between breaths, "This is so not my scene..."

Scout chuckled. "Eh, just gotta know how to laugh at stuff that spooks ya. You seem like the type t'do that anyways, right?"

Pinkie, to her surprise, managed a giggle. "Usually, yeah. But this is a little more extreme than I'm used to..."

A lightning bolt shot by Sniper lanced by, splattering the head of a Diamond Dog in a cloud of black goop.

Pinkie winced. "Plus, the way you guys fight is really spooky... The monsters aren't helping anything either..."

Scout snickered. "Monsters? These things? Yeah the black goopy stuff is creepy, plus what Princess Luna said about them is kinda unsettling... But jeez, look at these things! They look like the love children of gorillas and poodles!"

Pinkie Pie couldn't help it. The image she got in her head of a gorilla and a poodle out on a romantic date was just too silly. She cracked up laughing.

Scout grinned. "That's the spirit. Laugh in the face of what spooks ya, and with a little effort, everything'll turn out a-okay," he said as he flew back into battle.

Pinkie watched him go with a smile on her face, feeling a bit better. Although for some reason, she had this weird itch on her neck...

/\/\/\/\/\/\/\/\

"GET AWAY!" A scream reached the battlefield, one that only Soldier and Demoman heard. It was a familiar one...

"Isn't that the pegasus that brought us here?" Demoman asked.

"...She said she was going to get her daughter from school..." Soldier said softly. For a brief moment, an old memory bubbled to the surface. The memory of an island home, and a madman, crazed from battelust and honor, crashing a plane into a house, killing all inside save for one, who came back from an errand to find everything he knew tore from him...

"Stay here," Soldier snarled, "I'll go take care of it!"

"SOLLY!" Demoman called out. But before he could follow, he was ambushed by a Diamond Dog and had to fight.

Soldier galloped off in the direction of the screaming, his shovel clenched tightly in his teeth. He found Derpy Hooves, claw marks on her face, standing in front of a small unicorn foal. Derpy was visibly terrified, but refused to move from in front of her daughter.

"You... You stay back!" Derpy cried. "I'm warning you!" Her daughter, Dinky, cowered behind her, whimpering in fear, praying her mother would be able to stop this thing.

The Diamond Dog, drooling black liquid, roared savagely, raising its claw to strike. As it came down, Soldier jumped in front of the blow, the claws digging deep into his side.

"AAAGH!" Soldier screamed, white hot agony ripping through him, dropping his shovel. Derpy gasped in fear, reflexively moving her wing to shield Dinky from the sight of the wound. The Diamond Dog laughed, seemingly pleased with this, and yanked the claws out, Soldier gushing blood from his wounds.

To both the Diamond Dog and Derpy Hooves's surprise, Soldier staggered to his feet, a snarl on his face. "You call that mauling someone, MAGGOT?" he bellowed, "I've had deeper PAPERCUTS!" He picked up his shovel and tackled the Diamond Dog, brutally beating it to death.

Derpy flinched, and kept her wing covering Dinky's face, not wanting her to see this. Once the Diamond Dog was dead, Soldier staggered to his feet again, covered in black goop and his own blood.

"You all right?" he asked, staggering a little. Derpy nodded, and Soldier grunted. "Good. Now I gotta... get back to the battle..." he said, trying to stagger back into the fight, his side bleeding badly.

Derpy quickly convinced Dinky to go inside the nearby building and wait for her, going to Soldier's side and holding him up as he started to fall. "You're hurt badly," she pleaded, "You have to wait until the medical ponies get to you! At the very least, let me..."

"I'm fine, I'm fine..." Soldier muttered, his vision swimming, "Just gotta... Ngh..."

Medic dashed over to the two of them, having heard Soldier's trademark bellowing. "Dummkopf! You can't go off on your own like that! We don't have the advantage of the Respawn this time!" He began casting his healing beam on Soldier, the wounds closing up quickly, the blood flow stopping.

"Had to... ngh... Civilian in danger..." Soldier said, starting to stand straighter as his wounds healed.

"Wow..." Derpy said softly, watching Medic's magic at work, and noticing for the first time just how STRONG Soldier looked.

Medic blinked, as if noticing Derpy for the first time. Once Soldier was healed, he cast his healing beam on her, the claw slashes on her face closing up quickly. He turned back to Soldier and said, "Come on. We're winning, but ze last ones seem to be ze strongest. We need everyone zere!'

Soldier nodded, picking up his shoulder. "You gonna be okay?" he said.

Derpy found herself blushing as she looked at Soldier, and nodded. "Yeah... Yeah, I think so."

Soldier nodded. "Go be with your daughter. I got some monsters to stomp..."

He and Medic ran back to the battlefield. The last three Diamond Dogs had been herded into the center of town, Sniper's lightning strikes and Engineer's magic Sentry keeping them from fleeing. Luna, Celestia, Demoman, and Heavy were engaging them, but these last ones were much larger than their brothers, and a bit more clever, deflecting attacks and attacking the princesses before they could cast a spell. Soldier did what came naturally to him and dove into the fight... only to get swatted aside easily.

"Dummkopf..." Medic muttered, turning to look for Twilight Sparkle. He found her fending off a small Diamond Dog that, judging by the burns, had just barely managed to escape Pyro. The little unicorn was doing moderately well, creating magical blasts to hold it off from attacking the trio of foals she was protecting, her dragon friend cowering with the foals, but the Diamond Dog was slowly figuring out the pattern of blasts she was using.

Medic charged the Diamond Dog, lowering his head and jamming his horn directly into the creature's neck. It died, gurgling as black ichor oozed from its mouth. He quickly shook it off of him and turned to Twilight Sparkle, who was watching with a mix of fear and gratitude on her face.

"You have a line with ze Princess Celestia, yes?" he demanded.

Twilight nodded. "Yes. I was her student before I moved here..."

"Zen you must be powerful enough to hold her attention... Can you cast a spell zat vill allow you to mimic my abilities?" Medic asked.

Twilight thought for a moment, and nodded. "I think so..."

"Sehr gut. Do so. We are going to finish zese Schweinhund, but I need some assistance," Medic said, looking at the battle, where the rest of BLU was gathering. "I swear, zese Dummköpfe would be helpless without me... It's a wonder zat I like zem so much..."

Twilight concentrated for a moment, her horn glowing as she aligned herself with Medic's powers. As she did, she felt a slight itching across the top of her head, dismissing it as part of the synching spell. Once she was fully synched, however, she felt an electric tingle at the tip of her horn.

Medic's grin was frightening. "An advantage I originally thought lost in zis world... Now come, Fraulein Sparkle. Let's go practice medicine..."

"W-What are we going to do?" Twilight asked as they ran back to the center of town.

"Feel ze trigger for zat tingling sensation in your head," Medic said, "And on my signal, broadcast it at ze Princess Celestia!"

"What?" Twilight almost shrieked.

"Trust me!" Medic said, "Zis is going to help!"

They reached the battlefield, where the Diamond Dogs had formed a circle to defend themselves from the princesses and the attacking BLUs. Celestia and Luna all bore claw marks from where their efforts to cast had been stopped, the fight at a stalemate.

"NOW!" Medic shouted. Twilight searched for the mental trigger, and flipped it upon finding it. Lighting crackled around both Medic and Twilight Sparkle as healing beams lanced out from them, striking the two princesses in the flank. Power surged through all four, blue metallic shells forming around them all, their eyes glowing bright red.

The two princesses gasped, their hearts beating faster and faster as the sensation of raw power being literally poured into them. For Celestia, the sensation was glorious. For Luna... it reminded her far too much of the first time she became Nightmare Moon...

The gathered BLU members began to laugh, realizing that Medic still had the ability to UberCharge. The Diamond Dogs traded worried looks and tried to attack, but their claws just bounced off of the two armored princesses.

Celestia and Luna traded excited looks, suddenly realizing what had just happened. Their horns glowing, they telekinetically lifted the Diamond Dog demons into the air, encasing them in a bubble of magic. Celestia filled the bubble with solar energy, incinerating everything inside, Luna casting a gravity spell to crush the remains into nothingness.

The ubercharge flickered out, Twilight, Medic, and the Princesses collapsing. Medic nodded to himself. "All right... Okay... My theory was correct in that equine hearts would not need the special implant our normal bodies would..." he panted, his heart pounding, "Although...

"Heart... racing..." Twilight said.

"That... will pass..." Medic said, grinning. "Anozzer successful procedure, I think..."

Twilight looked around, and smiled. It did seem that the last of the Diamond Dogs had been slain. Plus, Princesss Celestia and Princess Luna were already recovering, and her own heart rate was returning to normal.

Celestia sighed, casting a spell. The energy washed over the town, repairing damage to structures and dissolving the corrupted remains of the Diamond Dogs dissolved into nothingness, leaving not even a bloodstain. She started to say something, when Sniper swooped down from his cloud.

"I counted only 27 killed," he said, "Where are the other three?"

"...Pyro," Engineer said softly, "Where's Pyro?"

The Princesses and BLU looked around frantically, whirling in the direction of the sound of a Diamond Dog demon screaming in fear. As they watched, stunned, a Diamond Dog demon tried to crawl out the alley, only to get dragged back into with with a giant flaming hand, whimpering. A crazed giggling came from the alley.

Spy faded into view just outside the alley, an ill expression on his face, grinned nervously and said, "Pyro is fine. She has control of the last three and... is enjoying her new versatility." He gulped, looking like he was trying to avoid throwing up.

Scout flew over to see, curious, and immediately regretted it. "Oh my God..." he moaned, paling.

Soldier cringed when he saw what Pyro was doing. "Oh geez... That ain't right. Even for HER that ain't right..."

Engineer went to look, and visibly paled at the horror within. "Pyro... darlin'... yer scarin' the locals..."

Pyro poked her head out of the alley, blinking. "I am?" She looked over at the other gathered ponies, who were looking at her with varying expressions of fear.

She giggled. "Oopsie. Lemme finish up real quick," she said, ducking back into the alley. There was a huge flash of fire, and Pyro happily trotted out, as if nothing odd had happened.

Engineer whimpered inwardly. "Darlin,' do me a big favor... Don't use yer fire on anything or anyONE until ah give the okay. Please?" he asked.

Pyro blinked. "Awwww, why?"

Engineer gave her a pleading look.

Pyro huffed, and sighed. "Well... Okay," she said, kissing him, "But only because you asked me to."

Medic, forcing himself not to think about what Pyro did, turned to look at the gathered crowd of ponies. "If the injured would come to me, please? I will heal your vounds." Ponies that had been injured in the battle slowly, nervously began to file over to Medic, who used his healing beam on them all. After a moment, two nurse ponies began helping him, their fear of Medic being replaced by a need to help the wounded.

Celestia and Luna went up to the gathered members of BLU. They bowed to them, Celestia saying, "You saved a lot of lives today. While your methods were... disturbing, I cannot deny the results. If you hadn't been here, ponies would have died in this attack."

Engineer nodded. "Just doin' what we can, yer Majesty."

Luna shook her head. "You underplay your efforts. We are strong, but not fighters. And Medic... You saved my sister's life. Thank you so much..."

Medic just nodded, smiling a little, concentrating on healing the injured.

Celestia continued. "While it is to my great regret that we cannot help you get home immediately, I promise that research will be done into dimensional magic to create a gateway for you to return to your world. In the meantime..."

"...You would like us to stay here, and protect the town in case more of those corrupted things show up," Spy said, getting the idea.

"And aid the scientist ponies we send to research what happened," Luna said. "Whatever it was that corrupted the Diamond Dogs, is... familiar to me. I have to know what it is for certain..."

The BLU team members hesitated, uncertain of what to do. After a brief bout of discussion, Demoman said, "It's not like we have any better options, lads..."

No one else spoke. No one else knew what to say. After a moment, Engineer stepped forward and said. "Much obliged, yer worship. But we kinda need a place to stay..."

"I will have the royal carpenters come build a home for you as soon as they are available," Celestia promised.

Engineer hesitated for a moment, and asked, "...Y'all mind if ah help with the work? Ah tend not to trust a building that ah didn't have a hand in buildin' or modifyin.'"

Celestia nodded. "Of course. In the mean time..." she said, turning to the crowd, "Would anypony be willing to give them lodging until their home is built?"

To Celestia and Luna's surprise and BLU's lack of surprise, there was a long moment of hesitation. The gathered ponies all looked at them fearfully. The BLU warriors were unlike anypony they had ever met, brutal, savage, even reveling in battle. They were grateful to them for saving their lives, to be sure, but some were wondering if the corrupted Diamond Dogs showing up and BLU showing up wasn't just a coincidence...

Then, everyone got a big surprise.

Derpy Hooves came forward, and said, "I... I can take Soldier in."

Soldier blinked. "Why me specifically?"

Derpy Hooves blushed. "Well... You saved my daughter and nearly got killed in the process... I feel like I owe you."

Soldier frowned, fidgeting uncomfortably for a moment. "Well... Thank you... I suppose..."

Derpy's offer seemed to break an invisible barrier of fear that had been set out. Applejack stepped up and said, "Ah suppose I can take a couple of y'all in at Sweet Apple Acres. If'n y'all don't mind livin' on a farm, that is..."

Rarity stepped forward as well. "My store has an attic that I'm not really using. With a little sprucing up, I suppose I can take in one pony."

Pinkie Pie, a rare serious expression on her face, thought for a moment and said, "Well... If you don't mind working in a pastry shop, the Cakes have an extra room they'd be willing to rent out to a new employee."

Rainbow Dash, frowning, stepped forward and said, "My place is pretty big. I can take in a couple of the pegasi."

Fluttershy, still more than a little frightened by BLU, said, "I... I guess I can take in someone... I have a few extra rooms I was using to store food in..."

Twilight Sparkle was the last to speak up. "I have a spare room I can arrange for someone. I was just using it for storage anyway..."

Celestia nodded. "Then that is settled, at least. Once again, I thank you, and hope that you can enjoy your stay here, however long it may last..." she said, before realizing that last bit may not have been the best thing for their morale.

Celestia and Luna bid farewell and left, leaving the ponies and BLU to discuss housing arrangements. After some discussion, it was agreed that Demoman would live and work with Pinkie Pie, Scout and Sniper would live with Rainbow Dash, Heavy and Engineer would live with Applejack, Spy would live with Rarity, Medic would live with Twilight Sparkle and Spike, and... nobody really could tell how this happened, but Pyro ended up being booked to live at Fluttershy's house.

Twilight Sparkle had Spike hastily write a fireproofing spell. "Here," she said, telekinetically handing the spell to Fluttershy, "This should protect your whole house. Just in case..."

Fluttershy looked over at Pyro, who was staring at a butterfly flitting by her nose, her expression clearly stating that she longed to set it on fire. Fluttershy squeaked in fright.

Engineer cringed. "...Better give her a couple more'a those spells, Twilight... Just in case she forgets to hold back like ah told her too..."

Twilight nodded in agreement, writing out a couple more spells.

After saying their goodbyes, Luna and Celestia went back to the coach, the guards remounting. As they travelled back to Canterlot, Celestia asked. "What did you mean when you said it felt 'familiar?'"

Luna sighed. "What do you know about my transformation to Nightmare Moon?"

"I know a powerful evil force took over my sister's mind and body, turning her into something she wasn't," Celestia said, nuzzling her.

Luna whickered softly, and sighed again. "...You're half right," she said after a moment. "A powerful force did corrupt me... but I made the choice to let it into my body..."

The guards were well-trained enough not to show it, but Celestia could tell that they were disturbed by this revelation. "What do you mean?" she asked.

Luna shivered at the memory. "Voices... started speaking to me in my first moment of doubt. They whispered lies to me, lies about you, lies about the people of Equestria... And I began to believe them... One night..."

/\/\/\/\/\/\/\/\

_The past..._

/\/\/\/\/\/\/\/\

Luna sat in the middle of her room. Books lay about, torn to shreds. Mirrors were shattered, ink and food were spattered on the walls, and the furniture was in ruins. Luna's mane and tail were unkempt, a frantic, desperate look on her face.

"It's true... It's all true... Celestia IS against me... She's making the people hate my beautiful nights..."

She stared down at the goblet before her, a roiling, sickening indigo liquid inside it.

DrInK. dRiNk, AnD yOu WiLl At LaSt Be StRoNg... whispered a voice.

Luna swallowed hard, telekinetically lifting the cup to her lips... and drinking everything inside.

Luna began to scream in agony, guttural screams of pain squeezed bloodily from her throat, her body convulsing and contorting as she grew physically older, her fur darkening, her mane turning into a starscape...

/\/\/\/\/\/\/\/\

_Now..._

/\/\/\/\/\/\/\/\

Luna shivered, as Celestia stared at her in shock. "Everything is a blur after that... The last clear memory I have is of my last few moments as Nightmare Moon before Twilight Sparkle and her friends purified me of the evil... I just wish I could remember the name it gave me..."

Celestia nuzzled her sister. "We'll find out what it is, sister, I promise you. I won't let anything hurt you again..."

As they arrived back in Canterlot, Celestia noticed something out of the corner of her eye.

Standing on a far rooftop was a tall figure, a slender pony with ivory white fur...

...and no face.

_Like in Luna's dream..._Celestia thought, gasping.

Luna looked up at her sister. "Tia? What is it?" she asked, concerned at the frightened look on her face.

"On the roof..." Celestia said, gesturing with a hoof.

Luna turned, looking exactly where Celestia was looking... and saw nothing. "Tia... Tia, there's nothing there..."

"WHAT?" Celestia said, looking from Luna to the slender pony on the rooftop. "But... But he's right there!"

Luna tried to see what her sister was seeing... but couldn't. "Tia... I'm sorry..."

Celestia was confused. She looked back at the slender pony again... only to find that it was gone. She glanced about the roof, trying to spot it, only to find nothing.

_Maybe... Maybe I imagined it... _Celestia thought,_ It was a long battle, and I did nearly get killed, plus there was that invincibility spell Twilight cast on me... _"It's... probably nothing..."

"If you say so..." Luna said. But still, she wondered...

_**TO BE CONTINUED**_


	2. Adjustments and Absurdities

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 2: Adjustments and Absurdities**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts three hours after the end of the battle in the first chapter._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sugar Cube Corner..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The princesses had left, and BLU had gathered around the store, the other six ponies sitting at a table with bottles of juice around them. The princesses had repaired most of the damage done in the attack, but there was still some damage left that various ponies were fixing. The fact that the bodies of the corrupted Diamond Dogs, which many were starting to call Nightmare Dogs, were all destroyed was something that everypony was grateful for.

"Ah still don't know how those things was able to sneak up on CELESTIA of all people," Applejack muttered, cursing how useless she had felt in that battle.

Twilight Sparkle shook her head. "Something was... very off about them. I couldn't sense them magically at all, only physically."

Rarity sipped her juice. "Do you suppose that whatever it was that... did THAT to them made them invisible to magic senses?"

Twilight Sparkle sighed. "Maybe... There's just too much we don't know."

Rainbow Dash grinned despite the situation. "Well, we got some kickbutt fighters now! Those BLU guys were AWESOME!"

"If'n you don't mind explodin' heads..." Applejack said, shaking her head. "Ah swear, ah've never seen anypony fight like that..."

The six ponies looked over at the gathered warriors. Soldier, grumpy because Engineer made him give back the shovel he stole, and Medic, who seemed to be grumpy in general, were arguing over something, and looked to be ready to come to blows. Demoman was sketching what looked like a recipe on the ground with the weapon he had used during the earlier battle. Heavy was staring at a daisy and rose sandwich that a grateful waiter of a nearby cafe had gotten for him, not quite sure what to make of it. Spy was nowhere to be seen. Sniper was perched on a rooftop, his cold eyes scanning everything around him. Scout was trying to explain the concept of some bizarre soda pop called Bonk! to the Cakes. Engineer was tinkering with his Gem Sentry, occasionally glancing over at Pyro, who was making butterflies of flame dance around her head.

Fluttershy whimpered.

"I'm... I'm sure it'll be all right," Twilight Sparkle said, grinning weakly.

"Thankfully you had that fireproofing spell..." Fluttershy said, her voice soft and gentle, "I'm just glad you learned it recently..."

Twilight Sparkle glared at Spike, who giggled nervously. "Yeah, I am too," she muttered.

"Why do you have it, Twi?" Applejack asked, "Ah didn't think magic worked like that..."

Twilight Sparkle sighed, an ashamed look crossing Spike's face. "...Spike accidentally set my lab on fire a couple days ago. If Fluttershy hadn't been nearby and gotten a raincloud in, everything would have exploded. I took the time to research warding spells after that..."

Spike whimpered, clearly embarrassed by the incident. Fluttershy blushed. "I'm just glad I could have helped..." She looked over at Pyro, who was turning the fire butterflies into bats, an insane grin on her face. "I really hope she doesn't hurt any one of my little animal friends..."

Rarity sighed. "Engineer seems confident that Pyro will obey him and not try to burn anything unless given permission. I'm inclined to believe him," she said.

Applejack gave her an amused look. "Interestin,' comin' from you. Ah figured you'd go fer that Spah feller."

Rarity chuckled. "Certainly, he is a charming pony, and quite handsome as well. But oddly, Engineer seems to hold my attention the most."

Rainbow Dash chuckled. "Careful. You might have some hot competition in Pyro."

Rarity frowned. "It isn't an attraction, per se... I can't really describe it," she said, shaking her head in frustrated confusion.

"We can look into it later," Twilight said, "Right now, let's just get everyone settled in." She turned to ask Pinkie, but she had left the group already and was looking at the recipe Demoman was writing in the dirt.

"Whatcha makin'?" she asked, smiling amiably.

"Something with a little pop," Demoman said, his voice slightly muffled by his 'writing implement.'

"Ooh! Sounds tasty! I like spicy things!" Pinkie said, getting the wrong idea.

Demoman chuckled, shaking his head. "If ye eat this, lass, yuir head's likely to pop off in a bloody mess."

Pinkie eeped. "Well... What is it for, then?"

"I'm tryin' te remember the formula for black powder, so I can make fireworks," Demoman said, deciding to leave out the detail that he was also planning on creating some makeshift grenades. "Engineer suggested we all try to find a way to apply our skills here. I'm good at making things go boom, so I figured that sellin' some of me 'special party favors' for celebrations would be a good way te help, since I'm gonna be workin' in yuir store."

"Fireworks?" Pinkie almost shrieked, excited. She had only seen them before, both the magical kind and the kind Demoman was planning on making, and the thought of having ready access to them was exciting.

"Aye, lass," Demoman laughed, "But I'd appreciate it if ye let me handle makin' them. I'm the one with experience, after all."

"Awww, I wanna help!" Pinkie Pie giggled. But contrary to popular belief, she did know when to back off on occasion, so when Demoman refused again, she bounced away to talk to Scout.

The other ponies stared at Demoman for a long moment.

"...Anypony wanna place a bet on when Sugar Cube Corner explodes?" Applejack said, laughing weakly.

"...Not... really that funny, Applejack," Rarity said, managing a grin despite how bad the joke was.

"Ah know, ah know. Ah'm just tryin' t'lighten things up a little..." Applejack said.

Twilight Sparkle sighed. "Maybe... Maybe it's best if we just get our new... our new 'guests' situated in their new homes. After that, we can set up for Pinkie's party, and try to make the best of this we can."

Fluttershy shivered. "...As much as the mere idea of having Pyro living with me scares me, I'm sorta glad she and the others are around."

Rainbow Dash blinked. "What do you mean?"

Fluttershy shivered again. "As scary as they are, those Nightmare Dogs were even scarier..."

The others nodded in agreement, having flashbacks to their encounters with Nightmare Moon and Discord...

Twilight Sparkle shook her head. "Anyway, let's get our guests settled in."

The ponies reluctantly split up, going over to their new respective houseguests.

Engineer looked up from his tinkering when he saw Applejack approaching him. "What is this thang, anyway?" she asked.

Engineer chuckled. "It's a magic version of one of my weapon designs. I have to manually drop the shots in each time, but it's much more powerful than my regular Sentries," he proudly explained. "I owe Miss Rarity a big favor for letting me use her gem supplies."

Applejack frowned at the device. She had seen first hand what it could do, and wasn't really comfortable with it.

Sensing this, Engineer said, "Like ah said, it's harmless unless I put a magic shot in it. Ah'll keep it on lockdown while ah'm at your farm."

Applejack smiled. "Ah'd appreciate that. Anyway..." she said, "We figure we best get y'all sitiated in y'new living spaces. Help y'get settled in before the party... which ah'm honestly surprised you're still willing to go through."

Engineer sighed. "Miss Applejack," he said, a weak grin on his face, "This ain't exactly the most ideal situation for us. Right now, me'n Spah are just tryin' to come up with things t'keep us busy. The less we're just sittin' around thinking about this right off, the better."

Applejack frowned, and nodded. "Ah can't pretend to sympathize. But ah do understand what y'all mean. Do y'need help carryin' that thing?"

Engineer shook his head. "Thank y'kindly, but no," he said, levitating the Gem Sentry and folding it up into a compact box, "Ah may not fully know how to work this body, but I got the telekinetics figured out right quick."

Applejack chuckled. She wasn't quite sure what telekinetics meant, but she guessed it was fancy-talk for how unicorns used their horn's magic for mundane tasks. "Heavy's the one comin' with us, right?" she asked.

Engineer nodded, the two of them turning to the titanic pony, who was still staring dourly at his sandwich. Medic was standing with him, apparently having settled his argument with Soldier.

"Heavy, just eat it," he said, "It's just a sandwich, same as any other."

"Is flowers," Heavy groused.

"Ve are no longer an omnivorous species, mein Freund. Our stomachs cannot tolerate meat," Medic insisted. "Just eat it. I am sure it is delicious."

"Doctor will take first bite," Heavy muttered, pushing his plate towards Medic.

"Dummkopf!" Medic snapped. "Stop being such a leetle tiny baby about it and just your verdammt sandwich!"

Heavy snorted angrily at the insult, Medic smirking inwardly. He always knew how to push the right buttons with his Russian comrade. He glared down at the sandwich for another moment, and sighed, leaning down to pick it up in his mouth and devouring it, making a loud OM NOM NOM noise as he chewed it.

Heavy swallowed the sandwich, staring thoughtfully at the plate. Medic, curious, asked, "How vas it?"

"A leetle dry," Heavy said, "but not that bad."

Medic chuckled. "Vell, I'm certain that there is a fruit sandwich or something for you to try."

Heavy grunted.

Medic chuckled again as Applejack and Engineer came up to Heavy. The giant pony looked over to them curiously. "Is time to go?" he asked.

Engineer nodded. "Time to head out on, pardner."

Heavy nodded, turning back to Medic. "Will team meet together someplace else later?"

Spy appeared next to Medic, startling everyone. "I have already thought about that and gone searching," Spy said. "There is a salt lick tavern a block from Miss Rarity's shop. I believe it will suit our needs for a meeting place until you and the Princesses' construction workers finish our facility."

Engineer nodded. "Sounds good," he said. "You comin,' Heavy?"

"One moment, please," he said, turning to Medic. "Doctor will be all right?"

Medic rolled his eyes, long used to his friend's over-protectiveness. "Ja, mein freund. I am sure Fraulein Sparkle can keep me safe."

Heavy looked over at Twilight for a moment, and snorted. Twilight grinned nervously.

Heavy glared at her a moment longer and, seemingly satisfied, turned to join Engineer as they left with Applejack, Engineer speaking to Pyro briefly before leaving.

Rarity came up to Spy. "Well, since it seems you were skulking about my shop anyway, I might as well take you there," she said.

"I would enjoy zat greatly, my dear," Spy said, smiling his trademark charming smile. The two of them split off from the group, as Twilight Sparkle came up to Medic, Spike riding on her back, glaring at Medic suspiciously.

"If you like, we can get you settled in," Twilight said, "It's still a bit messy, but Spike and I can clean it up pretty quick."

"Ja, zat vill be fine, mein frau," Medic said. "In truth, I am actually looking forward to it."

"Oh?" Twilight asked, "Why's that?"

"I have decided zat I will make myself available to ze town hospital. Before I can be useful, however, I will need books on pony anatomy. On our vorld, ve vere a primate species, not equine, so I will need ze books to understand mein profession in this reality," Medic explained.

Twilight nodded. "That makes sense, then. I'll introduce you to Nurse Redheart once you're settled in."

"I also vould like to have zem around for recreational purposes," he said.

Twilight cringed. Spike gave her a nervous look, then asked Medic, "...By recreational purposes, are you talking about..."

Medic grinned wickedly. "Well, my answer depends on zis: How fond are you of sleeping through ze night?"

Spike whimpered softly. "Twilight, why are we letting the mad scientist move in with us again?"

Twilight shook her head. "It's just temporary," she said, "and besides, we kinda owe him and the others for helping to save Ponyville from the Nightmare Dogs."

"One group of monsters saving us from another," Spike muttered.

"Spike!" Twilight snapped, giving Medic an apologetic look.

Medic laughed. "It is a fair description, Fraulein. Ve take too much pleasure out of ze var games to be called anyzing else. We WILL have to be more careful, though, now zat ve do not ze advantage of the Respawn..."

Twilight was reluctant to ask this, because quite frankly Medic terrified her. But her scientific curiosity was piqued. "...Respawn? What do you mean?"

Medic chuckled. "A razzer brilliant piece of craftsmanship made by Engineer. It vill take a vhile to explain, so let us vait until ve are settled in at your place."

Twilight sighed wearily, a combination of worry and stress making her all of a sudden quite tired...

Rainbow Dash watched the others leave and sighed. _Well, time to get my killers into their new home, _she thought to herself. She knew it was an unfair generalization, but honestly, she had never seen someone kill so EASILY before. Monsters, sure, but still...

Shaking off her uneasiness, she told herself, _Yeah, they're more violent than most ponies, but they saved the town from the Nightmare Dogs. _And even she had to admit it was kinda cool, the way they did it.

Especially the way Sniper just remained calm and cool and blew heads off like it was nothing.

She flew over to Scout, who was sampling a collection of sweets Pinkie Pie had set out for him.

Scout grinned as he gobbled up some donuts. "This place is great! All these sweet things are delicious! It's like Ma made them, only better 'cause Mom was always a lousy cook. She always did her best, though. Seriously, these donuts are awesome!" he babbled, holding out some to Sniper, who remained on his perch. Sniper politely declined, instead turning to Rainbow Dash.

"Time to go, then?" he asked.

"Yeah. Might as well get you set up somewhere so you at least have a place to sleep," Rainbow Dash said, nodding. "C'mon. My place is a little far up."

Scout blinked. "Up?"

Rainbow Dash grinned. "Just follow me," she said, Sniper following behind. Scout frowned, and took off after them. They flew up through the clouds, eventually coming to a large cloud in the shape of a cottage hanging low in the sky. It was an impressive place, with Greek columns and rainbows flowing, including a rainbow pool.

"Whoa..." Scout said, his expression awed.

"Impressive," Sniper conceded, his only change of expression being a raised eyebrow.

Rainbow Dash grinned, landing on the clouds. "C'mon, I'll give you the two-bit tour," she said.

Sniper nodded, landing easily on the clouds, while Scout stared at the fluffy surface beneath him nervously. Sniper turned back when he realized that Scout wasn't landing.

"It's all right, mate," he said, "Pegasus ponies can walk on clouds."

Scout hesitated for a moment, and then landed, stepping gingerly as he walked along the surface of it.

Rainbow Dash rolled her eyes in frustration. "You're not gonna fall through, Scout."

"Yeah, well, excuse me f'being cautious," Scout muttered.

Sniper shook his head. "Is this about that battle a few weeks ago?"

Scout snarled. "Fallin' down the side of a cliff thanks to the RED Demo's explosions was a LITTLE TRAUMATIZING, thank you very much! PLUS it didn't help that RED Pyro set me on fire on the way down, and RED Soldier shot me with a rocket just to be a dick!"

Rainbow Dash's eyes widened in surprise. "...How did you even survive all that?"

"I didn't," Scout grumped, "I woke up in Respawn about a minute later. To make matters even MORE frustrating, we won the battle before I could get revenge."

Rainbow Dash blinked. "Respawn?"

"A device Engineer invented that brings us back to life when we get killed in a battlefield situation," Sniper explained.

"...Sounds more like magic to me," Rainbow Dash said, shaking her head.

Sniper chuckled. "Engie's gizmos do seem like it, sometimes."

Meanwhile back at Sugarcube Corner, Fluttershy gulped nervously as Rainbow Dash flew off with the others, slowly heading over to Pyro, who was happily watching her fire creatures dance around her head.

"Um... Miss Pyro?" she said meekly.

Pyro didn't seem to hear her, making the flames dancing around her head change into various twisted shapes.

Fluttershy whimpered. "Miss Pyro?" she tried again, "I'd like to take you back to my place, help you get settled in, if that's all right."

Pyro began humming to herself.

Fluttershy wondered, in a rare moment of bitterness, how in blazes she got stuck with the craziest of the bunch. She cringed, and decided to take a risk, reaching a hoof out and tapping Pyro on the shoulder.

Pyro turned towards her, her flame creatures vanishing in a pop that made Fluttershy squeak in fright and back away.

Pyro stared at her, and then looked around. "Engie's gone," she said, her expression slightly confused.

"Um," Fluttershy said, slowly inching forward again, "Yes, Engineer already left. Everyone's going to help your friends get moved in. Don't you remember? Engineer talked to you before he left?"

Pyro stared blankly at Fluttershy for a moment. A pained, nervous expression crossed her face for a moment before she smiled and nodded. "Yes. Yes, he said not to burn things. So I won't."

Fluttershy grinned nervously. "Well... Um... If it's okay with you, we can go to my place, and I can help you get settled in?"

Pyro stared at her for a long moment.

Fluttershy gulped. "Unless of course, you'd like to stay here a bit longer. That'd be okay too."

Pyro blinked, as if something finally clicked in her mind. She shook her head. "Nono, we can go," she said, smiling.

Fluttershy nodded. "Follow me, please," she said, motioning for Pyro to follow. Pyro left the store with her, humming absently to herself.

Back at the shop, only Soldier and Demoman were left. Demoman shook his head at Pyro.

"Five to one odds Miss Flutters has to put out at least five fires by the end of the week," he said, chuckling.

Soldier just grunted, idly nibbling at the plate of donuts that had been set out for the group.

Demoman chuckled. "So where's yuir landlord, lad? Derpy Hooves, I think her name was..."

Soldier hmphed. "Probably getting her daughter settled in," he said. For some reason, he felt uncomfortable about spending time with a family...

Demoman noticed the worried expression on his face. "Anything wrong, mate?"

Soldier shook his head, frowning. "I... don't know... During the fight, when I heard her call out... I think I had a flashback of some kind... Everything from before the war has been so muddled..."

"Sorry I was late getting back!" called out a voice from behind them. Soldier and Demoman turned, seeing Derpy Hooves landing near them.

Derpy smiled apologetically. "I had to make sure my daughter was okay, and I had to fill in for a couple mailponies that were too hurt even after your friend healed them to finish their duties."

"'Neither rain nor sleet nor hail,' and all that. Aye lass?" Demoman quipped.

Derpy nodded proudly. "I may have trouble with directions sometimes, but I always make sure the mail gets delivered." She looked around, and said, "I guess everypony else left already, huh?"

"Yepyep!" Pinkie Pie said, bouncing over to the group. "Everyone's getting' all settled in and cozy! Speaking of that, Demoman, I got your room all set up. It's a bit messy yet, but it'll be easy to clean up. The Cakes want to talk to you first, though."

"In a minute, lass," Demoman said, smiling. He turned to Soldier and said, "You gonna be okay?"

Soldier grunted. He puffed his chest out and started to say something, but then deflated visibly and shook his head. "I honestly don't know. I feel... out of place here..."

Demoman frowned. "If ye ever need to talk, ye know where ye can find me..."

Soldier nodded. "I appreciate it..." he said, sighing and turning to Derpy Hooves. He looked at her right in the eyes (as best he could, at least. Her cross-eyed expression made that a little difficult) and said, "Ma'am, I am ready to report to base. Lead on."

Derpy giggled. "No need to be formal with me," she said, "You're my guest!" She turned, and trotted away, Soldier following behind and nodding to Demoman as he left.

Pinkie tapped Demoman on the shoulder. "C'mon!" she said, grinning widely. "Let's go inside! I'll introduce you to my aunt and uncle Cake!"

Pinkie literally bounced through the doorway, Demoman following behind. Inside the store were two older ponies, one a tall, lanky stallion with a yellow coat and a lantern jaw, the other a shortier, slightly chubby blue pony with a rose-colored mane. Ambling about on the floor next to them were two young foals, a tan-colored male pegasus and a yellow-orange female unicorn that was chewing on a small stuffed butterfly.

"Well Mister... um... Demoman, was it?" the older male said.

"Aye," Demoman said, grinning. "And aye, I do have a real name. It's Tavish DeGroot, but lately I prefer going by Demoman. Or just Demo, if ye like."

"Very well then... Demo..." the older female said, trading worried looks with her husband. "I'm Cup Cake," she said, Pinkie Pie looking ill for a moment, "And this is my husband, Carrot Cake, and our two children Pound Cake and Pumpkin Cake. We... Well, we appreciate all that you've done for us, and that you're willing to work here... But..."

"We heard that you were planning to make fireworks," Mr. Cake said, frowning.

Demoman grinned. "Aye, that be true. But dinnae worry, I will'nae be making them in yuir fine shop. I'll confine me creationing to whatever sweets ye want me to make when I'm inside."

Mr. and Mrs. Cake traded worried looks again. Mrs. Cake stepped forward and said, "That leads to our next question, and it should be an obvious one: Can you cook?"

Demoman nodded. "Aye. Me, Engie, and Heavy usually handled most of the cooking," he said.

Pinkie blinked, having gone over to play with the foals. "Why just you three?"

Demoman quirked an eyebrow in amusement. "Because Soldier only knows how to make one particular meal, half of which we cannae longer eat since we're all herbivores now, Medic gets a little too enthusiastic around sharp things, Scout is helpless without a microwave, Sniper's better at hunting than cooking, Spy ken only make frilly French pastries, and no one in their right mind lets Pyro handle anything that can cause a fire outside of a battlefield."

"Sounds a little like my sorority in college," Mrs. Cake muttered, grinning a little.

Demoman chuckled. "If ye need proof, then lemme have some ingredients and I'll make somethin' for ye. Ye'll have to help me, though..." he said, looking at his hooves in irritation. "I have'nae yet mastered not using hands..."

Mr. and Mrs. Cake looked at each other in confusion.

Pinkie blinked, looking up from where she was tickling the two foals, and smacked herself in the forehead. "Oh! That's right, I forgot to mention it earlier! Demoman and the others are from another universe entirely!" she said, making a ghostly wailing noise for dramatic effect. "They got turned into ponies when they got pulled to this world."

The Cakes stared at Pinkie for a moment, and then at Demoman, who just nodded, confirming the story.

"Okay..." Mrs. Cake said after a moment. "Pinkie, would you go up and straighten Demo's room for him? Make sure that everything's in place and all that."

"Awww, but I wanna watch him cook!" Pinkie said, pouting.

Mr. Cake frowned. "Pinkie Pie..."

Pinkie rolled her eyes. "All right, all right," she said, giggling and bouncing upstairs, humming a happy tune.

Mrs. Cake shook her head. "Silly girl," she said, smiling.

Demoman hesitated a moment, wondering if he should ask the question that was nagging at him, and decided to just go ahead with it. "Why did she flinch when ye said yuir name?"

Mrs. Cake blinked, and sighed. "Well... She had a terrible, terrible nightmare last night," she said, "She won't talk to anyone about, but from what I can gather, it involved her doing something terrible to her friend Rainbow Dash. It also involved cupcakes somehow... It hurt her badly. To the point where she can't stand to look at cupcakes without feeling ill."

Mr. Cake shook his head. "We agreed not to make cupcakes for a while, to see if that would help her. And it's not like we don't have other treats around to sell," he said. "Pinkie's very special to us. Until we had little Pumpkin and Pound, I thought I was unable to sire kids, so ever since my sister Sue sent her to live with us, she's been like a daughter to us both."

"It felt so wrong to see her so sad. This is the happiest we've seen her all day," Mrs. Cake said, "So we're kind of glad you and your friends are here. It'll give her something to focus on besides that awful dream she had."

Demoman frowned, a thoughtful expression on his one-eyed face.

"Anyway," Mr. Cake said, "We did ask to see if your capable of cooking. What would you like to make?"

Demoman blinked, and grinned again. "Do ye have any rum? I've got an old family recipe for rum cakes that's just delicious."

The Cakes traded curious looks, and began searching the kitchen. "I think so," Mrs. Cake said, "Alcohol isn't really used much by anyone except in cooking."

Demoman cringed, understanding the implications immediately. _Looks like I'm on the wagon during my time here... _

Eventually, Mr. Cake came up with a small bottle of rum in his teeth. "Here we go," he said, placing it on the table. Demoman grinned, and began asking for ingredients, Mr. and Mrs. Cake showing him how to move things with his Earth pony body. By the time Demoman had placed the cake in the oven, Pinkie came down the stairs...

...with the blanket wrapped around her like a cocoon, bouncing around and biting the blanket. She noticed the Cakes and Demoman staring at her, and said, "Help! The giant cotton landworms have attacked! They mean to smush us all with softness!"

The foals, giggling in amusement, toddled over to snuggle Pinkie. Demoman laughed uproarously, Pinkie giggling as she wriggled out of the blanket. "Sorry, I couldn't help it. I've been thinking about new games all week and I got an idea for one: blanket wrestling!"

Mr. Cake shook his head. "Looks like the blanket won, dear," he said.

Pinkie giggled. "So whatcha makin'?" she asked, "Is it good?"

Demoman smiled. "It should be," he said, "It's an old family recipe that I'm quite proud of."

Pinkie grinned widely. "Ooh ooh! I wanna piece!"

Mrs. Cake smiled gently. "We'll see, dear."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later that evening..._

_The library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"This Respawn sounds like an incredible device," Twilight said as she and Medic remade the extra storage room in Twilight's library home into something moderately liveable. "It's practically immortality."

Medic chuckled. "You'd zink zat, but no. Ze true immortality machines are in ze possession of our insane employer, Blutarch Mann and his twin brozzer Redmond. All this does is make sure that ve always come back on ze battlefield. It's very useful for me, as I and my RED counterpart tend to be rather prominent targets on ze battlefield."

Twilight frowned. "Why's that?"

Medic chuckled. "Zink about it. My Medigun dispenses healing. It can make ozzerwise lethal injuries literally disappear, and can even fix clothing damage. The less time I'm alive..."

"...means the less time your team spends alive," Twilight said, understanding. "I think I see. It's a matter of tactics."

Medic nodded. "In a zingle day, I have been blown into bloody chunks, torn to shreds by bullets, burned to death, been knocked off of cliffs, had my throat slit, shot right through ze eyes, decapitated, and bludgeoned to death by a noisy lunatic vith a baseball bat. And zat is a good day for me," he said, chuckling weakly.

Twilight and Spike just stared at him, stunned.

Medic smiled weakly. "Do not despair for me, Fraulein Sparkle," he said, arranging a small pile of books, "I have moved passed despair a long time ago."

"...Moved passed it?" Twilight asked, a trace of concern creeping into her voice.

"..." Medic hesitated for a long moment, and shook his head, suddenly feeling very tired. "...It doesn't matter," he said. "My only hope iz zat ve do find a vay home... Ve do not belong here, in zis good place..."

Medic lay down near a pile of books and closed his eyes, sighing, quickly falling asleep. Twilight stared at him worriedly. Spike came up to her, gently tugging on her tail. "C'mon," he said. "Let's just let him be..."

Twilight frowned, and shelved the last of the books in the pile near her, idly making a note to get a bedmat for Medic in the morning. She sighed, stepping out into the main lobby of the library and heading for her own bedroom. She had never seen anyone so SAD before...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Carousel Boutique..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...and I hope this will be good enough. I normally don't have guests overnight, save for my little sister and her friends occasionally," Rarity said, arranging the blankets she had gathered together to form a makeshift bed. "I've been having a bit of a windfall lately in terms of business, so I could conceivably set up a bed in here later in the week."

Spy nodded. "Zis will do, Mademoiselle," he said, smiling warmly, the effect enhanced by the fact that his mask was off, revealing his handsome face. "And zank you for ze use of the bath as well. It will be good to sleep indoors again..."

Rarity blinked. "Dear me. You've been outdoors all this time?"

Spy nodded. "We were not sure of the reception we'd receive if we entered a town, so we kept mainly to the forests and back roads. The only reason we decided to enter Ponyville is that we realized we'd need magic and have to ask someone for aid. Sometimes Scout and I would enter a town and take what we needed for food and water, or to help arrange discreet trips to facilities to take care of certain... ah.. biological needs, as it were."

Rarity chuckled. "I take it that ponies aren't the dominant species where you come from?"

"Indeed," Spy said, "Although I can tell by your tone zat you do not fully believe me."

Rarity chuckled softly. "It's just hard for me to conceive of a world where ponies AREN'T the dominant species. Upbringing, I suppose. Well, you and your comrades certainly are 'unique,' I'll concede to that much. For instance, your ability to turn invisible. Pegasus ponies don't have magic normally. And then there is the fact that your tail seems to be much more prehensile than a normal pony's."

Spy chuckled. "My guess on zat, my dear, is zat when I was transformed, ze abilities given to me by my devices became a part of me. Each one helped me in my job on the battlefield."

Rarity hesitated, not sure if she wanted to know. "...And what was your job on the battlefield?"

Spy sighed. "A combination of zings, actually. It was my job to infiltrate ze enemy lines, keeping an eye out for traps, enemy Engineer devices, ambushes, and whether or not ze enemy Medic was ready to unleash an UberCharge. I would zen either report them and/or try to azzassinate ze target with my knife or gun. If I was doing my job well and keeping away from the RED Pyro, I could cause chaos within ze ranks of the enemy. I had a watch zat could briefly turn me invisible, a device zat could drain ze energy of and destroy electronic devices (VERY useful for destroying RED sentries), and a device zat allows me to disguise myself as anyone on the battlefield."

"Disguise? Really?" Rarity said, curious as to how that could occur.

Spy smirked... and in a swirl of blue smoke, changed into an exact replica of Rarity.

Rarity laughed. "Remarkable!"

"Indeed," Spy said, his voice, accent, and even his mannerisms now a complete mirror of Rarity's. "When I became a pony, all of my devices were apparently merged with me, giving me their abilities as magical talents and expanding their uses. My disguises no longer automatically break when I attack, my holographic disguises are now actual shape-shifting, and I can stay invisible indefinitely. I was also the only one to retain a weapon when we changed." He changed back, removing his knife from his pocket and flipping it open. "Which, honestly, I'm glad for... It is a momento of my mozzer..."

"Your mother gave you a knife?" Rarity asked, a little nonplussed. Her mother gave her a gemstone as a keepsake, one of the first gems she ever found after getting her Cutie Mark, mounted into a pendant she kept hanging above her bed. Maybe it was just different for men...

Spy nodded, staring fondly at the blade. "Indeed. Zere is a bit of a story behind zat, but let us zave that depressing tale for anozzer day." He folded the knife back up and put it back into his pocket. "You mentioned a little sister?"

"Hm?" Rarity said, Spy's comments making her think of her own parents, "Oh! Yes. She and her friends have formed a group called the Cutie Mark Crusaders. They haven't earned theirs yet, so they are basically trying whatever they can think of to see if that will produce one."

Spy gave her a thoughtful look. "These... Cutie Marks... what are the significance of them?"

"Well," Rarity said, smiling wistfully, "They're a sign of who you're meant to be. I got mine after I my horn led me to a cache of gems inside of a giant rock. I was designing costumes for a play, and felt they needed something, and once I found the gems, I incorporated them into the costumes. The play was a smash hit, these three lovely gems appeared on my flank, and I've been designing ever since."

"How does finding gems lead to dress-making?" Spy asked, glancing at his own Cutie Mark.

Rarity chuckled. "The Cutie Mark just shows what you're good at, although its not always obvious. After that, it's all in how you apply your talent," she said. "Certainly, I could have made a fortune in the mining business, but gems are so plentiful in Equestria that I'd have to do research into specific markets just so I'd have actual customers for them. Plus, all that dirt to dig through. Ugh."

"An interesting tale," he said, making note of the fact that gems were in high supply here. "Do you think zat your sister and her friends will find their Cutie Marks with zere current route?"

Rarity sighed. "...Honestly? No," she said. "All of my friends and I told them our Cutie Mark stories, but they seemed to miss the point entirely. It's not about trying new things at random until something produces a Cutie Mark, it's more... a personal revelation."

"Interesting..." Spy said, looking at his Cutie Mark, starting to wonder when his might have appeared if he had been born a pony.

Rarity cringed. "Plus, I'm scared to death that Scootaloo's penchant for dangerous stunts is going to get my sister seriously injured one day. I tried talking to her, but all that did was convince her to let Apple Bloom and Sweetie Belle try things more often instead of actually helping them get on the path to their own marks." She sighed, and turned to Spy. "Don't tell them I mentioned this, but I honestly think their 'crusades' are sabotaging their efforts to gain a Cutie Mark. I'd say it to them myself, but Sweetie Belle seems so happy with Apple Bloom and Scootaloo..."

Spy just nodded. Although he made a note of that for later. He suddenly wanted to see these 'Crusaders' for himself now... "Well, whatever ze case on your sister and her friends, you seem to be doing well for yourself," he said, going over to look at a design on a table. "You're certainly a fine fashion designer."

Rarity blushed. "Oh, you're just saying that."

Spy shook his head, staring in amazement at the designs for some new dresses on a nearby table. "I'm being very serious. Zese designs... If I wasn't certain zey were dresses for ponies, I would have thought zat Engineer made them. The level of detail and intricacy..."

Rarity allowed herself a prideful grin. "Well, one does wish to complete a design perfectly, yes?" she chuckled. "But come come, enough about me. Tell me about yourself!"

Spy blinked. "Myself?" he asked, turning to her.

Rarity nodded. "You're certainly the best dressed of your comrades, you HAVE to know something about fashion on your world. What trends were popular? What styles were in vogue?" She giggled. "If nothing else, maybe you can give me tips on some battlefield fashions. I normally do dresses, but I occasionally make a suit if the client pays me enough."

Spy hesitated, shifting embarrassedly on his hooves. "...Well... Zere is something in ze way of battlefield fashions I could tell you about... But you'll think zat it's strange..."

Rarity rolled her eyes. "No, the thankfully short-lived SOCKS craze that arose when it got out that Princess Luna was fond of them was strange. They were easy to make, certainly, and I got a lot of money out of that, but I swear I felt my talents deteriorating. I mean, there's only so much you can do with socks! Now come. Tell me about this 'battlefield fashion.' I'm quite curious," she encouraged, smiling warmly.

Spy sighed, deciding just to say it. "...Very well. What can you do in ze way of hats?"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Derpy Hooves's House..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...And this is where I live!" Derpy said, leading Soldier inside.

Soldier smiled weakly. He wasn't really comfortable operating around civilians. He had grown too used to the war games and being with his fellow warriors. "Thank you, ma'am," he said hesitatingly.

Derpy grinned. "You're gonna be staying with us for a while. You can just call me Derpy!" she said. She turned, and called out, "Dinky! Our guest is here!"

"Sorry..." Soldier said, "I'm just... not used to dealing with civilians..."

_Even though you technically are one yourself? Remember, you never enlisted, _said a voice in Soldier's head.

Soldier blinked, and then cursed inwardly. _Great. I'm starting to hear voices now. _Trying not to show his dismay, he turned as to look as a small, shy unicorn with the same color coat as Derpy Hooves come from the kitchen. Hesitantly, she came up to Soldier and smiled.

"T-Thank you," she said, her voice soft and gentle, "Y-You saved me and Mama today..."

Soldier managed to smile at her. "All part of the job... Dinky, was it?"

Dinky blushed and giggled. "Yes... I-I made muffins in class today... They're cool now, but they should still be good... Would you like one?"

Soldier nodded. "Sure, sounds good."

Dinky smiled and ran back into the kitchen, Derpy watching her with a smile on her face.

"She's cute," Soldier said.

"She's my angel," Derpy said, her face becoming slightly sad, "Since her father died defending the town from a chimera attack, she's been my only living family."

"A chimera?" Soldier asked, startled.

Derpy nodded. "The town sometimes has to deal with a monster from the Everfree forest wandering in," she said, "We lost a lot of good ponies that day. My husband, the Apples... Dinky had just been born a few days before..."

"That's rough..." Soldier said, shifting uncomfortably. "Why don't you just move away, if monsters are a threat?"

Derpy sighed. "My family's lived here for generations. Everypony may attribute it to just another 'derpy' train of thought on my part, but I'm not about to run from bad memories or from danger. I'll keep my muffin safe..." she said softly, "No matter what."

Soldier smiled warmly, gaining a new respect for the cross-eyed pegasus. "Heh. Well, that's a good way to think. In all things, courage."

_And besides, she now has her own personal monster to protect her and her daughter now, _the voice in his head teased.

_Shut it, _Soldier snarled at the voice.

Dinky came in a moment later, telekinetically carting some muffins in on a small plate. They were shabbily made, the tops uneven, but they looked delicious despite that. She set them down on the table, setting one out for Soldier. He sat down on the nearby couch and bit into it, smiling.

"Tasty," he said, smiling, "Best muffin I've had in a while. Closest Spy can manage is some fluffy, too airy thing with too much cream in it..."

_Reminds me of home... _he thought to himself, immediately dismissing the thought as a wave of painful memory started to flash through his head.

Derpy smiled, sitting down next to him, Dinky cuddling up to her. "We have a spare guest room upstairs. It's pretty bare, but the bedmat's comfortable," she said.

"Thank you," Soldier said. For some reason, he felt compelled to say, "...Um, just so you know, because I've lived in a battlefield situation for so long, I've become a habitually light sleeper. If I get startled awake, I might... react in a..."

"You might lash out," Derpy said, understanding. "I had that problem for a while too, after the chimera attack..."

Soldier frowned, shifting uncomfortably again. "I'm sorry," he said after a moment, "I'm just... I'm really not used to being in a truly peaceful situation..."

"Was it really so bad where you came from?" Derpy asked, frowning.

Soldier sighed. "Due to the fact that my employer and his twin brother were even crazier than we are, our enemy's base was literally just ten feet away from us, separated by a single wooden bridge. We never had peace, only truces."

Derpy sighed, giving Soldier a kind smile. "I hope you can find some measure of peace here... I know you're probably going to be looking for whatever it was that made those monsters, but I want to repay you for saving my muffin by giving you a place where you can feel at peace."

Soldier smiled weakly. He honestly had no idea how to reply.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Rainbow Dash's house..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...And that's pretty much the two bit tour," Rainbow Dash said, bringing them back to the main lounge of her cloud house.

"Right cozy this place is, Dasher," Sniper said, nodding with approval.

"Heh. Yeah, it's pretty easy to spiff up a place if you know what you're doing. Which I do, of course," Rainbow Dash said proudly.

Sniper smirked at her. _Confident sheila, isn't she? Well, we'll see how that holds up... for however long we're here..._ He quickly dismissed the depressing thought, and assured himself again (and again and again...) that Celestia and Luna would find a way to send them home.

"Anyway, I can whip up a place for you and Scout to sleep an..." Rainbow Dash trailed off, looking around. "Where'd Scout go?"

"Bloody hell," Sniper muttered, "Wanker probably got himself in trouble again..." He started looking around, but Rainbow Dash was the first to spot him. She snickered, motioning for him to be quiet and come to the window she was looking out of.

Scout was looking curiously at the seemingly self-renewing pool of rainbows in Rainbow Dash's 'front lawn,' leading to a rather elegant rainbow falls. He flew around it for a moment, and landed near the pool again, dipping his front hoof in the pool, coming out with the beautiful glowing liquid on it, flowing like melted chocolate almost.

Sniper frowned, and started to speak up. Rainbow Dash held him back, however. "Nono. Some lessons have to be learned the hard way," she said.

Sniper grinned. "And how often have those 'hard lessons' actually worked on you?"

"Not often," Rainbow Dash admitted with a grin, "But the sentiment is there."

Scout looked at the rainbow goop on his hands, and licked it... immediately regretting it.

"HOT! HOT HOT HOT HOT HOT HOT HOT!" he wailed, fanning at his mouth as steam flew out of it, flying around wildly. He ended up zipping off for the nearby lake, crashing headfirst into the deep water.

Sniper chuckled. "Rainbows are spicy, eh? Didn't expect that."

Rainbow Dash was rolling on the floor laughing wildly. "Yeah," she said after she got control of herself, "And even this is nothing. You should see how spicy the concentrated stuff at the weather factory is!"

Sniper chuckled, nodding. "This weather factory... You think that you could get jobs there for at least me and Scout?"

Rainbow Dash nodded. "Sure thing. The boss is a buddy of mine, so I think I can make arrangements for it. I can take you, Scout, and Spy to Cloudsdale tomorrow. It's not far from here," she said.

Sniper nodded. "Thanks, love. But while Spy will probably come along just to know where it is, I doubt that he'll actually want to work there."

Rainbow Dash blinked. "Why's that?" she asked.

"Prolly think it's beneath him, or something. Damned spook's so much of a ritzy joke..." Sniper muttered. "Anyway... Engie suggested, and I agree, that we all find something to do to take our minds off the fact that we're... well, pretty much stuck here."

Rainbow Dash frowned, fluttering some loose feathers from her wings. "Yeah... I really wish I knew what to do to help you guys..."

Sniper sighed. "Giving us something to do will help... And maybe in return I can give you sniping lessons."

Rainbow Dash went wide-eyed for a moment. Certainly the way Sniper took out the monsters was cool, but to actually learn how to do it?

Sniper could see the hesitation on her face. "You don't have to use it to kill. Before I joined the war games, I never killed anyone unless payed to. And honestly, Dasher, it pays to learn any skill you can. You never know when it might come in handy."

Rainbow Dash frowned. "I'll... think about it."

At that point, Scout, his tongue still swollen from the spicy mixture, flew back in, glaring at them. "YOU COULD HAVE WARNED ME."

Rainbow Dash grinned. "Wouldn't have been as fun!" she said brightly.

Sniper looked Scout over. He was sweating a little, panting as he set himself down on the cloud floor of the lounge. His eyes were slightly reddened and watering.

He couldn't resist. "So... I guess what Spy says about you and rainbows is true, then?"

Scout glared at him. "Don't you start. Don't you DARE start with me. Bad enough I get it from Spy, I don't need it from you too!"

Rainbow Dash gave Sniper a confused look. Sniper chuckled. "A small joke Spy likes to make about Scout here," he said.

"A STUPID joke!" Scout almost snarled.

Rainbow Dash looked at the two of them and shrugged, giggling.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sweet Apple Acres..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Well, here we are!" Applejack said, gesturing grandly as she, Heavy, and Engineer came up to her farm. "Welcome to Sweet Apple Acres!"

Engineer grinned widely. "Hoowee!" he said, looking out fondly over the massive apple orchard, "Reminds me a'home."

Applejack grinned at Engineer. "Y'all sounded like a farm pony," she said.

Engineer chuckled, nodding. "Worked the fields part-time on mah daddy's farm to help pay for college and all eleven of mah degrees."

"Eleven!" Applejack said, "Land sakes, y'all musta done a lot o'studyin!"

Engineer chuckled. "Ah think it helped that mah first invention helped double the farm's profits and made the harvest go twice as fast. Made mah daddy less reluctant t'let me pursue mah scientific proclivities."

_All that fancy-talk, _Applejack thought, chuckling inwardly. _He and Big Macintosh should get along jus' fine. _

"Maybe Engineer can remake tiny machine to help with apple harvesting?" Heavy rumbled.

Engineer shrugged. "Maybe," he said. "Gotta get a feel for this place, first."

Applejack chuckled and turned to Heavy. "How about you, big feller?" she asked, "You ever do any farm work?"

Heavy shrugged. "Some. Disobeyed orders one time, got sent to work camp in Siberia. This place much nicer, though. No ice or constant blizzards. Smells much nicer, too," he rumbled.

"...Land sakes," Applejack said, a little offended by the idea of farming being used as punishment. "Well, ah'm glad y'all think we're a step up." She smiled winningly, and gestured them over to a large farmhouse. "C'mon! Lemme introduce y'all to m'family."

Engineer and Heavy followed her up to the farmhouse. Applejack called out, and three other ponies came out, looking curiously at the newcomers. Engineer and Heavy flinched when they saw Big Macintosh, backing away a little. Applejack gave them a confused look.

"What's wrong?" she asked.

"Sorry," Engineer said, he and Heavy relaxing a little, "Instinctive reaction to anyone predominantly red..."

Applejack blinked and shrugged, going over to stand with Big Macintosh, the larger pony somewhat stunned by Heavy's sheer size. He had been in town on errands when the monsters attacked, so he knew they were coming, but still, to be confronted by something so MASSIVE... "This here's m'big brother, Big Macintosh," Applejack said. When Big Macintosh didn't respond, she nudged him. Big Macintosh started, and then grinned weakly.

"Sorry," he said, "Ah'm just not used t'seein' ponies that are bigger than me."

Heavy chortled amiably. "I get that a lot, actually."

Applejack chuckled. "And this here's my baby sister, Apple Bloom," she said, gesturing to a young pony with a bright red mane. She stared at Engineer and Heavy curiously.

"Hey, how'd y'all get your Cutie Marks? And what do they mean?" she asked. Engineer chuckled, Applejack having explained about the Cutie Mark Crusaders on the way to her farm.

Applejack rolled her eyes, sighing, as Big Macintosh muttered, "Apple Bloom, not now..."

"Well, y'cain't blame me fer bein' curious!" Apple Bloom said.

"Ah think there's more interestin' things to ask them," Applejack grumbled. She shook her head, and turned to the last of them, an elderly pony with apple green skin. "Anyway, this here's the matriarch of our little clan, Granny Smith." She turned to her elderly grandmother and said, "C'mon Granny, say hello."

Granny Smith hobbled forward a little, staring at Engineer. Engineer smiled, tipping his hardhat to her. "Evenin' ma'am. Mighty gracious of y'all to let us stay here 'til our own place is built."

Granny Smith smiled at him and said, "Ah appreciate th'offer, Rodrigo, but ah'm actually allergic t'peaches."

Engineer blinked. Big Macintosh chuckled. "Her hearing is... iffy, at best," he said.

Granny Smith then turned to look at Heavy... and shrieked. "A BEAR!" she screamed, hobbling back inside as fast as she could gallop.

Applejack, Apple Bloom, and Big Macintosh stared after her, startled.

Heavy chuckled. "I get THAT a lot as well."

Everyone seemed to get a chuckle out of that. Engineer looked around. "What about y'folks?" he asked, "Are they here?"

The three Apple siblings' faces fell, Engineer wincing in realization. "Ah'm sorry, ah didn't know..." he said.

Applejack smiled. "It's okay... They died just a few days after Apple Bloom was born, fightin' off a chimera with some other ponies... Came down to me, Big Macintosh, and Granny takin' care of her and tryin' t'raise her right."

"And barring some rather boneheaded stunts on her part," Big Macintosh teased, "Little Apple Bloom here turned out jus' fine."

Apple Bloom scowled. "If this is about the incident with Lyra and Bon Bon's shop, we DID manage to fix their taffy machine," she muttered, heading back inside with her grandmother. "And to be fair to us, Twist didn't really explain how t'use the thing properly..."

Heavy smiled softly. "Is harsh thing, to lose family when so young. One must find way to be strong, and move on. Have heart ten times as big as your body. And in the end, only thing you can do, only correct thing, is to keep moving forward..." he rumbled.

Big Macintosh smiled warmly at the sentiment. "Eeyup. Sounds about right," he said.

Applejack grinned, briefly thinking back to her decision to leave when she was just a filly. She had been unable to bear being without her parents and thought that she could find a surrogate with her Aunt and Uncle Orange in Manehatten, as well as find a way to gain her Cutie Mark there. Having heard about the incident, they were more than willing to take her in and help her adjust to high society. However, when Rainbow Dash's Sonic Rainboom-induced rainbow had appeared, she knew that she had to go back and start over...

"Anyways, we don't have a place specific-like set up for you yet, but if'n you don't mind sleepin' in the barn for a while, it's pretty comfortable. Plus, free snacks in the hay bales we got stored in there," Applejack said, gesturing to the nearby barn.

Engineer nodded. "It's right kind of you to let us stay here," he said.

Applejack chuckled. "Aw shucks, t'ain't nothin.' Y'saved the town, so ah feel kinda obligated to repay you!"

Engineer nodded, smiling, and turned towards the barn... and paused, noticing the roof on the barn. "...Interesting," he said. "Roof's lookin' a little saggy there..."

"Yeah, I'm sorry about that..." Applejack said, "We've been wantin' t'get it fixed, but other expenses keep comin' up. It's held together with wishful thinkin' and bubblegum by this point... Had t'put in a request to have bad weather kept away from it..."

Engineer grinned, a blueprint forming in his mind. "...If'n y'all can help me get the materials, ah can help fix it. No charge, o'course."

Big Macintosh and Applejack traded grins. "You serious?" Applejack asked. The materials weren't anywhere near as expensive as the contractors...

Engineer nodded. "I'd be happy to. While ah'm here in this world, ah might as well make m'self useful."

"I will help as well," Heavy rumbled, "I am thinking I can make good plowpony, yes?"

Big Macintosh chuckled. "Y'all could probably tug two plows, considerin' how big y'are."

Heavy grinned proudly. "Maybe even three. Is good to be giant pony!" he rumbled, trying to ignore how utterly weird it felt to say that.

Big Macintosh chuckled. "Well, maybe. Y'don't want to push y'self too hard," he said. "Ain't that right, Applejack?"

"Y'all are never gonna let me hear the end of that, are you?" Applejack muttered, reminded of her rather... thick-headed attempt to harvest the entire apple orchard on her own.

"Only when it's funny," Big Macintosh said, the easygoing stallion idly chewing the hay straw in his mouth.

Applejack fumed for a moment, and chuckled, unable to stay mad at her big brother. "C'mon, let's get y'all settled in," she said, she, Heavy, and Engineer heading over to the barn.

"Ah'll bring y'all some dinner," Big Macintosh said, "We can talk s'more then."

Applejack led the BLU members into the barn. Several bales of hay were stacked on one side, along with some bushes of apples and other vegetables. "This is it," she said, "Ah hope it'll do 'til we can get y'all someplace better to sleep."

Engineer hopped up onto the nearest bale, setting down his folded up Gem Sentry, which he had been carrying with him the whole time. "It'll do just fine, ma'am," Engineer said. He looked up on the ceiling, analyzing the gaps in it and building a blueprint in his head of how to fix the roof.

Applejack blushed. "Aw shucks," she said, "Just Applejack'll do."

Engineer grinned, looking down at her again. "Right nice of you. But my mama raised me to always be kind to the fairer sex, so don't be surprised if a ma'am slips out now and again."

Applejack grinned widely. Heavy clambered up onto another nearby bale, grunting as he shifted a second bale into place to give himself more to lay down. He tested it, pushing on it with his hooves, and lay down. After a moment, he nodded.

"Is good," he rumbled. "Little scratchy, but I've slept on worse."

Applejack nodded. "All righty then, ah'll go help Big Macintosh bring y'all some dinner."

Applejack trotted off, leaving the two of them alone. Heavy sighed, and turned to Engineer, who was looking up to the ceiling, making calculations in his head.

"Do you really think this is going to work out?" Heavy asked, "That we will get home?"

Engineer sighed, pushing his goggles up off his eyes. "...Ah honestly don't know. The princesses were the best thing we had at the time... Heavy, we may have to be prepared to make Equestria our home."

Heavy grunted. "I am not worried for myself. I am worried for others. Scout, Sniper, and Demoman still have families. You have your daughter and your ex-wife, though you said you do not know where they were since you lost custody. And Medic... Medic I am being concerned for the most..."

Engineer frowned. "...He always was a bit reckless. You think he may do something dangerous?"

Heavy shook his head. "I do not know... After third day, he became very depressed... Said that this world was 'good place,' and that we 'did not belong here.'"

Engineer frowned. "Ah'll talk to him, next time I see him..."

Heavy nodded. "I would appreciate that... He always did get along with the two of us the best... Medic is friend, and it hurts me to see him hurting..."

A few minutes later, Applejack and Big Macintosh, this time accompanied by the family dog Winona, came in bringing carrots, radishes, celery, apples, hay fries, and some fresh roses for dessert. The four of them sat and talked, Engineer and Heavy managing to forget their troubles for the moment...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Fluttershy's cottage..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Fluttershy gulped nervously, trying to hold back her fear of the blue-furred pony happily bouncing along behind her. She knew it was unkind, but Pyro reminded her for all the world of a crazier, more violent Pinkie Pie.

Pyro, for her part, was happily bouncing along, her horn glowing as a butterfly of fire danced around her head, blissfully unaware of everything except the warmth flowing around her.

Fluttershy sighed in mixed relief and a different kind of worry when she saw her cottage. As they approached, the animals living in the various holes, trees, and birdhouses peeked out, sensing Fluttershy and going out to greet her. But they backed off a little when they saw Pyro bouncing along behind her, making flames dance.

Fluttershy cringed, putting the fireproofing spell she had been carrying underneath her wing down and looking at it. Finding, to her relief, that the instructions weren't too complicated and that she didn't need magic of her own to use it, she pressed it against her cottage, the spell-bound paper sinking into the building, which glowed for a moment.

"I hope that's enough," Fluttershy said. As she said it, Pyro bumped into her by accident, her fire butterfly vanishing with a pop. Pyro blinked, startled, shaking her head to clear it. She giggled.

"Whoops!" she said, "Sorry about that. It's difficult to focus when I'm not in a battle."

_Oh joy, _Fluttershy thought, immediately feeling bad about it. Something about Pyro disturbed her enough to bring out her sarcastic side. "Well," she said, "We're home now... Would you like to go inside? I have hay and oats for dinner, if you like..."

Pyro nodded. "Whatever you think will be good," she said, humming tunelessly.

Fluttershy gulped, and went inside her home, Pyro following after. There were more animals inside, including a rabbit that went up to nuzzle Fluttershy's front leg.

"Oh? I'm fine Angel," Fluttershy said, smiling warmly at her closest animal companion. Angel sighed in relief, having heard the sounds of battle earlier. He looked over, spotting Pyro, who was looking around the cottage curiously, and flinched.

He frantically gestured at Fluttershy, trying to warn her. The danger he sensed from her was stifling.

Fluttershy sighed. "I know, I know, but Miss Pyro is one of the ponies who helped save the town from the monsters that attacked it. She and her friends don't have a place to live yet and I agreed to take her in until their new home was built."

Angel, however, got stuck on the name. He stared at Fluttershy incredulously, as if to say, 'Pyro? You're letting someone named PYRO stay in your very flammable house?'

Fluttershy sighed, setting down the two extra fireproofing wards she had been carrying in her wings on a nearby table. "I know, I know... But I couldn't just let her sleep outside..."

Angel sputtered for a moment and shook his head. He loved Fluttershy dearly but GOODNESS could that pony be stupid sometimes...

Fluttershy frowned. "Now Angel, be nice. Miss Pyro's going to be our guest for a while. Be nice, please," she said.

"Who are you talking to?" Pyro asked, startling both pony and rabbit. They whirled, seeing that Pyro had come up beside them.

Fluttershy patted her chest, trying to get her breathing under control, and after a moment smiled warmly. "I'm sorry. I can talk to animals and understand them in return. This is my best friend, Angel," she said, gently pushing the belligerent bunny forward.

Angel cringed, but decided to make an attempt at civility for Fluttershy's sake. He hopped forward and nodded in greeting to Pyro.

Pyro leaned down to stare at him for a long moment, making Angel squirm uncomfortably, before saying, "Well, aren't you the cutest little hunk of hassenpfeffer I've ever seen?"

Angel ran for his life. He wouldn't come out of hiding until late tomorrow.

Fluttershy frowned at her. She didn't know what hassenpfeffer was, but from the way Pyro used the phrase it sounded like a dish involving rabbit meat. "Please don't even joke about that..." she said.

Pyro giggled. "Sorry. Couldn't resist," she said.

"Please resist next time," Fluttershy asked, a little offended. She gave Pyro a stern look, verging on her trademark 'Stare.'

Pyro shifted uncomfortably, and nodded, giggling again. "Okay, okay, I'll leave him alone," she said.

Fluttershy sighed in relief. "Anyway, if you'd like to sit down, there are couches just over there," she said, gesturing. "I'll bring out some hay and oats, and some sugarcubes as well."

"Pony food," Pyro said, a bemused expression on her face.

"W-Well," Fluttershy said, "You are a pony."

Pyro blinked, and giggled again. "I am, aren't I?" she said, trotting over to a couch and sitting down.

Fluttershy sighed wearily, worried about how this arrangement was going to go. Pyro just seemed so... scattered, for lack of a better term... She gathered up some fresh hay, a couple bottles of juice, and some oat bread. She also tipped a few sugar cubes onto the tray from the canister on her counter. She brought it out, nearly dropping the whole thing in fright when she saw Pyro making a fiery butterfly dance around her head.

Gulping, she set the platter down and asked in her quiet, frightened voice, "Um... I may be wrong... But didn't Engineer say not to use your flames on anyone or anything unless he gave permission?"

Pyro grinned mischievously. "The air doesn't count as a thing," she said, making her fire butterfly disappear. "Plus, I've never been able to do these sort of tricks with my flames before. It's really cool!"

Fluttershy grimaced. _A loophole. Wonderful. _Fluttershy managed to smile again, and said, "Well... I've got dinner. Some hay, some fresh-baked oat bread, some apple juice, and some sugar cubes for desert. I can get something else, if you like..."

Pyro looked at it curiously, and shrugged. "It's fine. I'm a pony now, might as well get used to eating like one." She leaned down and took a big bite out of the pile of hay. Fluttershy, relaxing a little, did so as well. They ate, a long, awkward silence filling the room, Pyro seemingly lost in her own little world.

In a desperate attempt to alleviate the tension she was feeling, Fluttershy decided to try conversation. "So... um... What do you like to do everyday?"

"BURN," Pyro said, drawing out the vowel with an almost orgasmic purr.

Fluttershy whimpered. "I mean..." she stammered, "W-Well... What are your hobbies? Do you like any games?"

Pyro blinked, as if confused by the question. "I like the war games we fought in before getting pulled here. Do they count?"

Fluttershy gave up. "...Not... really... But that's okay... Um... If it's all right, I don't feel very comfortable talking about such things... "

Pyro nodded. "Sometimes Engie doesn't either... But that's okay. I like Engie. Engie is nice to me," she said.

Fluttershy nodded. "I saw that," she said, "He seems like a very nice pony."

Pyro nodded. "Engie is nice. He keeps all our ammo filled up, and helps us stay alive when Medic can't. I like protecting him, too. It feels good when I keep the RED Spy away from him, or use my airblast to knock away the RED Demoman's bombs away from his buildings," she said, finishing her bread and hay. She looked down at the sugar cubes. "...Do I just eat them or do I lick them?"

"You can do both, actually. It's fun sometimes to just let it melt in your mouth," Fluttershy siad, taking one cube into her own mouth to demonstrate. Pyro giggled, mimicking the action, making a chirping sound. Fluttershy, feeling like she had something of a ground to move forward, decided to try again. "So... you protect Engineer? In the games, I mean?"

Pyro nodded. "Yep! I'm usually part of the front lines, playing crowd control, causing confusion by lighting everyone on fire, luring the Medic out of hiding to get rid of him... Y'know, that sort of thing."

Fluttershy cringed inwardly, but nodded, wanting to try and get Pyro to open up. Pyro ate another sugar cube, smiling happily. "But I also protect my team from the RED Spy. He can change shape and turn invisible like our Spy. Engie made a gizmo that makes it so we can't hurt each other with our own weapons, so I can check to see where RED Spy is by shooting my flames at someone. He can usually shrug off a couple bullets, but he can't stay disguised or invisible if he's on FIRE. Plus, my flamethrower has a setting where I can shoot a blast of air to knock back big projectiles, like bombs, rockets, arrows, jars..."

A thought occurred to Pyro. "Actually... Stand back a second, I want to try something," she said, standing up. She lowered her head and concentrated, her horn glowing as she aimed it at Fluttershy's uneaten hay. Before Fluttershy could stop her, a small burst of wind came out of the tip of Pyro's horn, scattering the last of her hay.

Fluttershy coughed, spitting some of the hay that had been blown into her mouth out.

Pyro giggled. "Sorry. But I still have my airblasts, so that's good, right?"

Fluttershy managed to smile, trying to fight back the urge to whimper and failing miserably. "Just... not in the house, please," she pleaded.

Pyro giggled, nodding. "I like you. You're funny," she said, smiling warmly.

Fluttershy sighed, and managed to smile. _Well, that's something at least._

The rest of the night passed relatively peacefully, with Fluttershy telling the curious Pyro about Ponyville, speaking fondly about her little animal friends. Both she and Pyro started to nod off, and Fluttershy led her upstairs, organizing one of the storage rooms into a makeshift bedroom, Fluttershy loaning Pyro one of her spare blankets. Pyro thanked her and layed down, closing her eyes and quickly drifting off.

Fluttershy sighed wearily. It had been a long day, and to be perfectly honest she was still worried about having Pyro in her house, wondering why she agreed to it in the first place. She lay down, slowly drifting off the sleep herself, when she heard a soft sound coming from somewhere.

She looked up, frightened by the sound... but then recognized the sound.

Something was whimpering.

She followed the sound, and was surprised to see that the source of the whimpering was coming from Pyro. Tears were streaming down her face, and she was squirming about, saying "No, mommy, please, I'm so sorry mommy!" over and over again, flames sparking about above her.

Fluttershy, concerned for her, went to her side and gently shook her awake. "Pyro? Pyro, please..."

"Mommy! I'm sorry! Please, no, mommy!" Pyro whimpered, the flames around her head starting to grow, tears flowing in rivers from her eyes.

Fluttershy, in her calmest, most soothing voice, said, "It's okay, Pyro. It's just a dream. Please, wake up Pyro..." She gently shook Pyro, the firebug's flames vanishing as she awoke with a start. Her eye were wide with terror, the pupils narrowed to pinpricks. She stared up at Fluttershy, still crying, and smiled, the most pain-filled smile the pegasus had ever seen.

"I swore I'd protect her," Pyro said, sobbing, "I swore, when I took over, that I'd keep her safe, that I'd burn away the pain and the memories. But no matter what I do, the memories always come back. And they hurt me as much as they do her..."

Fluttershy frowned, unsure of what to make of this statement. All she was certain about is that she had a sad, terrified pony that needed to be comforted.

And THAT she could do.

"It was just a dream, Pyro," she said, hugging the firebug pony tightly. Pyro whimpered, flinching a little and trying to pull away instinctively, but then going limp, crying on Fluttershy's shoulder. "Dreams can be scary. But they can never hurt you," she said, gently helping Pyro lay back down.

"Don' wanna sleep..." Pyro said softly, still crying, "The memories will come back... And the fire won't help..."

Fluttershy shushed her gently, pulling the covers up over the shivering unicorn and gently stroking her mane. "Everything will be fine. I won't let the bad dreams come back," she said, smiling warmly.

Pyro whimpered softly, snuggling into the blanket. Fluttershy smiled, in familiar territory now. She began to gently stroke Pyro's mane, and sang a sweet, gentle song.

"Hush now, quiet now,

it's time to lay your sleepy head.

Hush now, quiet now,

it's time to go to bed.

Drifting off to sleep,

the exciting day behind you.

Drifting off to sleep,

let the joy of dream land find you.

Hush now, quiet now,

it's time to lay your sleepy head.

Yes, hush now, quiet now,

it's time to go to bed."

As Fluttershy sang, Pyro slowly relaxed, her flow of tears tapering off. Finally, she drifted off to sleep. Fluttershy stayed with her for a long moment, to make sure the nightmares wouldn't come back, and then left to check on the animals that were living in the house with her. She found Angel underneath her cupboard, refusing to come out despite her best efforts at pleading. She sighed, deciding he'd be fine there, when she heard knocking on her door.

Curious, she went to her door, seeing a panting Engineer and Applejack there with her.

"Is... Is Pyro all right?" Engineer asked, looking around for her inside the house.

"Did you run all the way here?" Fluttershy asked, astonished.

Applejack nodded. "He just woke up, all scared-like, said he needed to get t'Pyro right quick. Ah came along t'show him where y'all lived."

Engineer shook his head, visibly furious with himself. "Can't believe how stupid ah've been... Got so wrapped up in m'own problems, ah forgot completely that she gets nightmares..."

Fluttershy smiled, her heart warmed by Engineer's concern. "She's fine. She did have a nightmare, but I managed to get her calmed down and back to sleep."

Engineer sighed in relief. "May I see her, please?"

Fluttershy nodded. "Of course. Right this way," she said, leading Engineer and Applejack upstairs. They found her still peacefully sleeping, curled up in the blankets.

Engineer smiled warmly, going over and kissing her on the cheek. Pyro, not waking up, smiled. The other three ponies backed out of the room, going downstairs.

"Thank y'kindly for takin' care of her, Miss Fluttershy," Engineer said, "Pyro's... very special t'me. We shared a kindness when ah lost custody and visitation rights of mah daughter... We've been together since then..."

Fluttershy nodded, frowning a little. "When she woke up from her dream, she something strange..."

"That she was 'protecting' someone?" Engineer said, sighing. "Yeah, ah ain't never been able t'get her t'open up on that..."

Applejack yawned. "Sorry," she said, "But anyway, if everythang's all right...?"

Engineer turned to Fluttershy, giving her a concerned look.

Fluttershy smiled warmly, nodding. "Don't worry. I'll take care of her," she said.

Engineer smiled in relief, thanking her again as he and Applejack headed back to the farm. Fluttershy went back upstairs, looking in on Pyro again, still finding her sound asleep. She started to leave, but upon reconsidering, lay down next to her.

"Don't worry," Fluttershy assured the sleeping unicorn, "I'm here for you. No matter what."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Far away..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

A trio of gray-furred ponies, one Earth pony, one unicorn, and one pegasus, each one wearing a ghostly white mask, looked down over Ponyville. Their masked faces were expressionless, and they studied the city with a cold intensity. Their Cutie Marks, a scratchy red circle with a red X over it, stood out brightly in the moonlight They watched as Engineer and Applejack walked back to Sweet Apple Acres, chatting amiably.

The masked pegasus's wings raised slightly in alarm as they looked at Engineer, realizing something important.

_ ThE ChAtTeRiNg ClOwN..._

_ tHe RaGiNg WaR cRy..._

_ ThE lOsT sOuL oF fIrE..._

_ tHe LaUgHiNg DeStRuCtIoN..._

_ tHe BrUtAl JuGgErNaUt..._

_ ThE aNgEl-HeArTeD bUiLdEr..._

_ ThE dEaD oNe..._

_ ThE hEaRt Of IcE..._

_ tHe KiLlInG gHoSt..._

The three masked ponies glanced at each other, considering this new development. And then they vanished.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot Castle..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Princess Celestia telekinetically tossed a book aside in frustration. No matter where she looked, she couldn't find information on the slender pony she had seen. She shook her head, yawning. Maybe she was tired... Even goddesses need to rest, now and then...

Stretching, she went to her room. Luna was already asleep, curled up with her abacus like it was a plush toy, tired after raising the moon and still weary from the aftereffects of the UberCharge. Celestia smiled at her, shaking her head. She started towards her own bed...

...and on a paranoid impulse, began looking around the room. She checked the balcony, behind curtains, under her bed, anywhere she could think of. Finding nothing, she sighed, and lay down in her bed, curling up and going to sleep. She slept soundly, the moon's light shining over her...

...a slender shadow passing over her, moving past the window.

_**TO BE CONTINUED**_


	3. Nothing Can Stop It  Part 1

_**Waking Nightmares**_

_**By Jonathan "KnightMysterio" Spires**_

_**Chapter 3: Nothing Can Stop It – Part 1**_

_The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one day after the events of the previous chapter._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Dreaming..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Totheark...

To the ark...

TO THE ARK...

AND YOU WILL TAKE METO THE ARK!

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot Castle..._

_Morning..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

As the voice in her dreams screamed, Celestia woke with a start. She looked around, panting, for the source of the voice, her eyes darting from side to side in fear. When she heard nothing, she frowned, groaning slightly, letting her head drop back to her pillow.

"...Princess?" said a worried Earth pony guard, hearing her wake up. "Are you okay?"

Celestia blinked, looking up at the guard, and yawned. "Sorry... Just... a nightmare, I guess..." she said. She started to say something else, when she noticed something important.

"...The sun is up," she said, confused. "Why...?"

The guard frowned, flicking his tail worriedly. "...We couldn't wake you up. The guards, the servants, no matter what we tried... We ended up having to ask Princess Luna to raise the sun."

Celestia went wide-eyed. _I... was late? I couldn't be awakened in time? _She frowned. "...Is Luna okay? Was the sun raised in time?"

"Luna's fine, she's just resting in the sky lounge. The sun is a lot bigger than the moon, and unlike you, she hasn't had experience in raising it," the guard said, still visibly concerned. "And the sun was raised in time, but just barely. Luna kept insisting we try and wake you up. We were just a few minutes away from sunrise when we finally got her to agree to do it."

Celestia frowned. _I've NEVER been late before... And that dream... _"...Thank you for your diligence, Phalanx," she said to the guard, who smiled and nodded. "I am fine now, I just... Needed the rest, I suppose..."

"...So long as you're okay," the guard said.

Celestia smiled warmly. "I appreciate your concern," she said, a thought occurring to her. "Actually, there is something more you can do for me."

"For you? Anything," Phalanx said.

"Go to the royal library and get as many books as you can find on dreams and hauntings that you can find, and bring them to me," Celestia said.

Phalanx blinks. "Dreams and hauntings, my lady?"

Celestia nodded. "Do this, and you may have an extra day off this week," she said.

Phalanx grinned. "Thank you, my lady!" he said, running off.

Celestia sighed, and stretched, yawning. _You think an immortal wouldn't get tired. Ha... _She got up and went down into the main lounge, looking for Luna, finding her with a notepad and her abacus, doing random calculations.

Smiling, Celestia leaned over her. "Overhauling the tax system again?"

Luna eeped cutely, and looked up, smiling joyfully at the sight of her sister. "Oh sis, I was so worried! You wouldn't wake up no matter what we tried, and... Oh Tia..."

Celestia chuckled. "I guess I just needed some sleep. Even all-powerful alicorns need rest sometimes... Thank you for raising the sun, though. Was it fun?" she asked, smiling.

Luna sighed wearily. "It was hard. The sun is a lot bigger than the moon. I have no idea how you worked with both for over a thousand years..." she said, trailing off as she was reminded of WHY Celestia was alone for a thousand years...

Celestia smiled sadly. "Necessity," she said simply, kissing her sister. "All I care about is that you're back with me, and that I know I can count on you."

Luna grinned widely. Celestia smiled, and said, "We're sending the royal carpenters to Ponyville today to start building a headquarters for BLU, correct?"

Luna nodded. "I made the arrangements after I raised the sun," she said.

Celestia frowned. "...I want to go there myself. We need to investigate where the Nightmare Dogs came from..."

Luna gave her sister a worried look. "But the day-to-day duties..."

"Can be handled by lesser officials for now. I checked today's schedule before bed yesterday and we have no major appointments pending," Celestia said. "Let's get something to eat, get cleaned up, and head to Ponyville."

Luna hesitated, frowning.

Celestia sighed, smiling. "Still nervous around other ponies?"

Luna nodded. "You know I have... a bit of a temper problem... And... And while they enjoyed the gentle scares I gave them on Nightmare Night, once I figured out how to talk without sounding like I was screaming in rage all the time, I'm worried that some of them still might be legitimately afraid of me..."

Celestia shook her head, kissing Luna on the forehead. "Luna... You've made so much progress since you were brought back to me. With Twilight's help you've stopped using the old style of speaking, and even managed to stop using the 'ROYAL TONE OF VOICE," she said, going into the tone herself to tease her sister. Luna was blown off the couch by the force of it, Celestia managing to be even louder than she used to be.

"...Okay, I think I'm starting to understand why modern ponies would find that obnoxious," Luna said, smiling a little.

Celestia giggled. "Plus, you helped save Ponyville from those corrupted Diamond Dogs. That's bound to win over at least a few ponies."

Luna looked at her abacus for a moment, and then nodded. "All right then," she said, "Let's get ready."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Earlier..._

_Ponyville..._

_Books and Branches Library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight Sparkle yawned, stretching a little as she came awake, the sun shining through her window. She rubbed her neck, and yawned again. "Spike?" she called out.

"I'm in the main library, Twilight," the dragon shouted from another room, "I was just helping Owlowiscious bed down for the day. Medic was already up, so I've already gotten started on breakfast."

Twilight nodded, smiling. Spike sometimes got up before she did to get things ready. It was just one of the many reasons she appreciated him as both friend and assistant. She yawned again and went over to her dresser, telekinetically using a comb to brush her mane out before heading out to join Medic and Spike.

Medic was sipping tea while reading from a large, absurdly thick medical tome. (Twilight recognized it as one she sometimes used as light reading.) A dove had perched on Medic's head, napping contentedly.

Twilight smiled. "I see you made a new friend," she said.

Medic nodded, smiling. "He just flew in ze window zis morning. I enjoy having him around, as I had pet doves back in my vorld. I've named zis one Archimedes Junior, after my favorite," he said. He frowned a little, and added, "I zink I left ze windows in my laboratory open back home... I hope zat zey will be well fed..."

Twilight frowned, but quickly smiled afterward. "Don't worry. If anyone can find a way to get you home, its Princess Celestia."

Medic smiled sadly. "I sincerely hope so, Fraulein Sparkle. I sincerely hope so..." he said, sipping his tea. "Anyvay, I vas hoping to get established vith ze hospital fairly quickly?"

Twilight nodded. "After breakfast okay?"

Medic nodded. "Zat vill do," he said.

Spike nodded, and brought over the plates. Some fresh hay waffles and carrots for Medic, and some daisies and apple slices for Twilight Sparkle. For himself, he had set out a big plate of emeralds. Medic eyed Spike's meal with amazement, and some shock when he bit into an emerald like it was an apple.

Twilight noticed his reaction and chuckled. "Dragons eat gems," she said as she ate her breakfast, "It has to do with their fire breath."

Medic nodded numbly. "Fascinating... I'm just honestly surprised you can afford gems... Zey're a luxury on our vorld."

Spike chuckled. "There's more than enough for me to snack on here, and for Rarity to use in her dresses and outfits. She gives me a lot of her emeralds because she hates the color green."

A thoughtful expression crossed Medic's face as he ate. "...Perhaps ze high quantities of gemstones relates to ze higher amounts of magic in ze area... Which brings up some interesting theories about mines in my vorld..."

Twilight smiled. "What is magic like on your world? I'm very curious," she asked.

Medic quirked an eyebrow, chuckling. "Very limited, I'm afraid. Magic has mostly been replaced by science, although after looking through some of ze books here, I can see how similar ze two fields of study are. Our first real encounter with magic came vhen our Soldier und ze RED Soldier found a vizard, took offense to his long hair and beard, and tried to give him a haircut. He zent both teams back in time to Demoman's ancestral home. We ended up fighting over zat for a few weeks before ze Engineers invented a way to go home. Ze closest zing to magic after zat ridiculous encounter und ze time we fought ze Demoman's missing eye turned into a monster, vas ze time I tried to create a zombie plague. Pretty easy to make ze viral agent, actually."

Twilight and Spike stared at Medic in horror.

Medic chuckled, casually sipping his tea. "Do not fear. Ze others had ze same reaction and had Pyro keep setting me on fire until I discarded ze idea. After zinking about it, it was a bad idea anyvay."

"I should say so!" Twilight almost yelped.

Medic chuckled. "Indeed, zere are ze moral considerations. But there are practical vuns as vell. Zere vould be no real vay to control ze zombies, plus ze risk of self-infection is too great."

Twilight started to speak up again, but the scientist in her was intrigued nevertheless. She looked thoughtful for a moment, and said, "...Yes, a viral agent would be difficult to keep under wraps... And if the stories are anything to go on, infection could be spread far too quickly."

"Indeed," Medic said, pleased that Twilight was looking at it from a scientific angle rather than a boring moral angle.

Spike, having lost his appetite, polished off two more gems and set the plate aside, grumbling to himself.

Medic chuckled. "I zink I may have disturbed your associate, zere," he said.

Twilight sighed. "He's not the only one... Forgive me for saying this, but you are incredibly confusing. You seem like a perfect intellectual, someone I could talk to on the same level... and then you say something horrifying..."

Medic shrugged. "I get zat a lot," he said.

Twilight stared at him for a long moment, and sighed, shaking her head. She and Medic managed to strike up some casual conversation, Spike eventually getting his appetite back.

"Listen, uh... Medic?" Spike said during a break in the discussion. "I need to ask you about something..."

Medic nodded, indicating for Spike to continue with a gesture. Spike frowned, and said, "That Spy guy... Do you think he might try to make a move on Rarity?"

"Probably," Medic said, ignoring the alarmed expression on Spike's face and the worried one on Twilight's. "While our romantic standards are human rather zan pony, Spy cannot resist a chance to charm a beautiful lady. And from what I've seen, Fraulein Sparkle, you and your friends seem to be quite lovely mares indeed."

Twilight blushed, grinning. Spike fumed. "He better not," he muttered, "Rarity deserves better than some pretty-boy joker in a suit..."

Medic rolled his eyes. "Don't push him," Medic said, "Spy delights in being a jerk, so if you push him he'll start seducing Rarity just to annoy you." He glanced over at Twilight Sparkle, who seemed unconcerned. "...Many would be bothered by someone saying zat someone would flirt with a friend of zere's just to annoy someone else."

Twilight quirked an eyebrow, sipping her own tea. "I'm not worried. Rarity's more than capable of handling herself if some guy gets out of line," she said.

Medic quirked an eyebrow. "REALLY now," he said, smirking.

Twilight grinned. "Finish up and I'll tell you about Prince Blueblood on the way to the hospital."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sugar Cube Corner..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Wakey wakey!" Pinkie Pie cheered, bouncing into Demoman's room. Demoman blinked, yawning as he came awake, staring at the bouncing pink figure as it hopped around his bed. To Demoman's amusement, Pinkie burst into song.

"It's time to wake up,

Time to meet the sun!

Time to get up and play!

Time to have some fun!

Because the sun is up and yes!

There's work and games to do!

Time to come and join us all,

the day is waiting for you!"

Demoman shook his head, chuckling as Pinkie bounced out of the room, humming her impromptu song. He stretched, and went downstairs, his smile growing wider as the delectable smells of baked sweets came from the kitchen.

"Aye, I could get used te workin' in a sweets shop," he chuckled. He cringed as soon as the words left his mouth, though, his thoughts going to his mother in the other world. He firmly pushed aside though. "Och, stop it, Tavish. Dinnae get yuirself down about somethin' ye cannae do anything about," he told himself as he trotted down the stairs. "Besides. Ye may not like that RED copycat, but if we are clones, then me mum will nae be alone..."

_Of course, there's still the fact that its yuir RED counterpart and not yuirself with Mum... _said an annoying, persistently negative voice in his head. Demoman tried and mostly succeeded to ignore it, putting a smile on his face as one of the rich, delicious smells coming up became familiar.

He came down, finding the Cakes making more of his rum cake, the foals still asleep. They had enjoyed it last night, and Demoman had given them permission to sell it. They noticed Demoman and smiled. "Did you sleep well, Demo?"

"Aye, I did," Demoman said, grinning, looking outside to see Pinkie Pie cleaning off the patio tables. "And Miss Pinkie there serenaded me as I woke up."

Mr. Cake chuckled. "Yes, Pinkie is prone to bursting into song at random moments," he said. "It's harmless, and she usually comes up with something good."

"Will you be meeting up with your teammates, Demo?" Mrs. Cake asked.

"Most likely. I think we're going to try te meet up sometime after lunch. The others will probably want to get a feel for the town before meeting up again. So if ye need me to run any errands..." he said, trailing off and deliberately leaving the statement open.

Mrs. Cake smiled. "Actually, we could use your help. I need you to go to Berry Punch's Spirits Shop on West Clopsdale street to buy some more cooking wine and rum. It's not far, and we'll give you a little extra to buy a treat for yourself at any one of the other shops in town."

"Aye, I'll go," he said, "I'd like te see this place WITHOUT having te look for cover during a fight."

"Yes," Mrs. Cake said, her smile faltering a little, "That WOULD be best, wouldn't it? We'll have some breakfast ready for when you get back." She put a few bits and a shopping list in a saddlebag and tossed it over Demoman's back. He nodded and, after getting directions from the Cakes, headed out to look for the shop. As he passed Pinkie, he chuckled. Pinkie had overpolished one of the tables, making it very slippery, and was now sitting on the cloth, seeing how fast she could spin before getting too dizzy.

Demoman shook his head, smiling, and went out to find Berry Punch's shop. As he wandered through town, taking in the sites, he met up with Sniper, who was perched on a rooftop, observing everything.

"Good mornin' to ye, lad!" he called out, smiling, "Did ye sleep well?"

"Well enough, mate," Sniper said, chuckling. "Clouds are EXTREMELY comfortable."

"Is Scout about?" Demoman asked.

Sniper shook his head. "He went to Cloudsdale with Dasher to try and get part-time jobs for us at the weather factory," he said. "Only one of us needed to go, so I decided to stay behind, get the lay of the terrain. What are you up to, then?"

"Doin' an errand for the Cakes," Demoman said, "We have time before we agreed te meet up, so I figured I moight as well make meself useful."

Sniper nodded. "I talked to Engie over at Sweet Apple Acres. He was already up and helping with some repair work," he said, "Engie agreed that we should all meet at the salt lick tavern near Carousel Boutique after lunch."

Demoman chuckled. "Best tell the others, then," he said, Sniper nodding in agreement. Demoman said his goodbyes and trotted off, looking for the winery. He encountered Derpy Hooves as she flew about, delivering the mail. She blinked and waved down at him, distracted long enough to crash headfirst into a light pole.

Demoman ran over to check on her as she fell to the ground, but she already recovered, shaking her head to clear it and glaring up at the light pole with a cute scrunch-mouthed expression on her face.

"Bad pole," Derpy scolded the light pole, picking up her mail again.

"You okay, lass?" Demoman asked.

Derpy nodded. "Yeah, that happens a lot," she said. "Hasn't prevented me from delivering the mail yet!"

Demoman stared at her for a moment and chuckled, shaking his head. "How's Solly doing?"

Derpy smiled. "He seemed a little out of sorts, but he's agreed to escort Dinky to school today," she said. A confused (more confused than usual) look appeared on her face as she added, "Strangely enough, several of the other mothers in town, after seeing him, asked him to escort their foals to school as well..."

Demoman grinned. He knew why: Soldier may be scary, but if he says he's going to safely escort something, then just by looking at him you could be dead certain that whatever it was would arrive safe and sound.

"Anyway," she said, "I gotta get going! Lots of mail to deliver!"

"Wait," Demoman said, "Lass, could ye help me out? I'm trying to find a winery run by a mare named Berry Punch?"

Derpy nodded. "I know where that is. It's just a couple blocks west of here," she said, pointing north.

Rarity, who was out performing her own errands and was walking by, gently turned her the correct direction.

She blushed, and giggled. "I knew that," she said, flying off to continue her rounds.

Rarity shook her head, chuckling. "She's a complete yutz at times and has the worst sense of direction, but she's the best mailpony in town and a fine mother," she said, turning to Demoman. "...Listen, before you go, have you seen Spy anywhere? After breakfast he simply disappeared on me."

Demoman nodded. "Aye, he'll do that," he said, "Spy only lets himself be seen when he wants te. None of us have ever been able to find him without fire or high explosives. Most likely he's skulking about, trying te learn as much as he can."

Rarity shook her head. "Markedly frustrating, that stallion..." she said, trotting off on her own errands, bidding Demoman farewell. Demoman waved to her and continued towards the winery. Nosing the door open once he got there, he peered inside, a wide grin coming over his face.

"Saints be praised," he said, looking at the racks upon racks of wines and liquors, "'Tis Heaven..."

"Finally, a pony that appreciates the vineyard arts," Berry said, trotting out from behind a wine rack.

Demoman grinned. "Ye would be Berry Punch then?"

Berry nodded. "And you're one of those strangers that helped save the town yesterday. You and that other one with the helmet on his head, you saved my daughter's life yesterday."

Demoman beamed. "The name's Tavish Degroot. But lately I like goin' by me title of Demoman. Ye can call me Demo, if ye like," he said.

"A pleasure to meet you," Berry said, smiling warmly. "And because I feel like I owe you, you can have any one bottle free."

Demoman grinned even wider. "Thank ye lass," he said. "I am here on business, though. I need te pick up some rum and wine for the Cakes. They're lettin' me lodge with them until a place of our own gets built."

Berry smiled. "Not surprising that they're letting you stay with them. The Cakes are good ponies. Do you know what you need?"

Demoman nodded, fumbling a little with his saddlebag to try to get the list out. Managing to pull out the list (tearing it almost in half in the process), he gave it to Berry, who nodded, setting out to retrieve everything on the list. Demoman, meanwhile, began picking out the bits, eventually managing to scoop up the coins with his hoof and laying them on the table.

Berry came up to him, putting the first of the bottles on the counter. She smiled at him. "You go pick out your free bottle," she said, "I won't be long."

Demoman nodded. "Thank ye, lass," he said, looking through the store. On a back shelf, he spotted something that made him pause, a huge, dopey grin appearing on his face, the Hallelujah Chorus playing in his head as he saw something he thought he'd have to do without in this world.

A bottle of Scrumpy.

Berry, apparently having finished gathering the bottles on the list, came over to him, looking at the bottle. "Hm. Interesting choice. Most ponies don't go for the hard ciders, so I don't carry much of it."

"Ye'll definitely be gettin' a repeat customer in me if ye keep stocking this," Demoman said. He tried to reach up with his hoof to grab it, and frowned, remembering that he didn't have hands anymore. He hesitated a moment, and reached up and grabbed the top of the bottle with his mouth.

Berry smiled at him. "Listen, if you ever want to get together and talk about the finer points of various liquors, I'm available anytime. It's so rare that I get a chance to discuss my interests with someone who shares them," she said.

Demoman grinned. "I'll definitely be tryin' te make time for ye, lass," he said, understanding completely how she felt. Bidding farewell to Berry and picking up his saddlebag, he made his way back to Sugarcube Corner, deciding to just save the extra money he had been given for later.

"This may not be so bad after all," he said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sweet Apple Acres..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The sound of banging woke Heavy up. He looked and, saw Engineer tinkering with his Gem Sentry as he and Applejack looked over plans to help repair the barn they were living in, the barn apparently one of three that was on the farm. Engineer's horn was glowing, a wrench that had been provided for him floating around and making adjustments to the Sentry, which was still in inactive mode.

He felt a tapping on his side, and saw little Apple Bloom near him, a nervous smile on her face as she set down a tray of food for breakfast. "Um... Hey. Sorry about bein' rude before."

Heavy smiled amiably. "Is fine," he rumbled, "I not know significance of Cutie Marks, so I would not know how to respond anyway."

Apple Bloom nodded. "Yeah. Sis told me that y'all were from another world."

Heavy chuckled. "Has been big adjustment, trying to work in these bodies. We have hands normally, for one. And Engineer had no magic beyond his own brilliance."

Engineer chuckled. "Flattery'll only get ya so far, Heavy."

Apple Bloom giggled, and hesitated. "Um... If'n y'all don't mind me asking... What IS your Cutie Mark? I ain't never seen anything like it."

Heavy frowned, and started to speak up, when Engie said, "It's a weapon. One he built himself, that he's named Sasha. Beyond that, a little filly like y'self don't need to know more."

Apple Bloom fumed, and gave up. Maybe she'd have better luck with one of the other otherworlders.

Applejack sighed. "Thank you," she said, "Ah know ah'm bein' overprotective probably, but some things ah'd rather she not know about."

Heavy frowned. "Is probably best. Tiny baby pony need not know what Sasha is capable of."

Engineer nodded. "Anywho, let's get ready. Snipes was by earlier while y'all were still sleepin.' We worked out that we all are gonna meet at the salt lick tavern near Carousel Boutique after lunch. Figure that'd be a good place t'meet until our HQ is built."

Heavy frowned. "Do you really think we will be here long enough to need headquarters?"

Engineer's smile became strained. "Better to have and not need, then need and not have, is one o' mah mottos." He clearly wasn't trying to think about the possibility that they may be stuck here forever.

Heavy grunted, but decided not to say anything. He understood Engineer's reasoning and didn't want to press the matter. He ate the fruit and vegetables provided, using the toast to arrange them onto a sandwich. He felt a little better for eating the sandwich, and stood up, yawning and stretching. "Anything I can do?"

"Well, ah'm helpin' Applejack with improvements around here," Engineer said, "But Big Macintosh is out in the orchard, makin' plans for... what'd y'all call it again?"

"Applebuck Season," Applejack said, chuckling, "It's just what we call harvest time around here. I made a big ol' fool a'myself trying to harvest everythang on m'own. Got about halfway 'fore I just gave out and actually let m'friends help me."

Engineer blinked. "Half o'that huge orchard? Ah'm surprised y'all didn't let them help to start!" he said, chuckling.

Applejack grinned weakly. "Ah... got a bit of a stubborn streak," she said. "Ah thought mah big bro was sayin' ah couldn't do it, so I thought I'd prove ah was tough enough by doin' it all by m'lonesome."

Heavy snorted. "Sounds like Demoman," he rumbled, heading out to "Always, he try to charge in, shooting grenades everywhere. It get worse when he get shield and sword. Sometimes he not even bother with grenades, he just charge right into rocket fire and get blown into chunks."

Applejack cringed. She could deal with lifetime fighters better than the other ponies, but still, references to the way BLU lived their lives in constant warfare disturbed her. "Well, ya cain't fault him fer courage, at least," she said neutrally.

Engineer chuckled. "That's true. One thing ah always liked about Demoman is that as goofy as he can be sometimes, especially when he's drunk, he's always been honest and straightforward about everythang."

Applejack quirked her head curiously. _Honest and straightforward... _she thought, deciding that she'd like to talk to Demoman later.

Heavy tromped out into the orchard, looking for Big Macintosh. He found him with a clipboard attached on an extender to his seemingly ever-present yoke. Heavy flinched, instinctively bracing himself for battle when he saw Big Macintosh's bright red coloring, and quickly dispelled the feeling. Red and RED were two very different things, he kept reminding himself. Big Macintosh was counting the various apple breeds, a pencil in his mouth where his usual sprig of wheat was. Heavy lumbered up to him, looking at the equations. He wasn't too familiar with more advanced math, but he understand enough to notice a possible mistake.

"Did you forget to carry a three, there?" he said, tapping the paper on the clipboard.

Big Macintosh blinked, and looked in the general area of where Heavy pointed with his large hoof. "Huh... Eeyup, looks like you were right." Reversing his grip on the pencil, he erased the mistakes and recalculated from where he made the error. "Thanks, Heavy."

Heavy smiled. "I am not being so good at mathematicals as Engineer or Medic, but I am knowing enough to get by."

Big Macintosh nodded. "Well, y'all helped correct me from makin' the wrong calculations, so that's smart enough fer me," he said, chuckling. "Ah was just makin' some estimates on what we'd get as profit from this year's crop. Applejack's the biggest 'doer' of our family, so she don't have no patience fer the advanced stuff."

"Everyone needs to know at least basic math," Heavy grunted. "Even on battlefield, we must know it. Bullet budgets, how much ammo we have left, how many rockets have to be used to blow up enemy Sentry, how many seconds Medic it takes to heal huge hole blown in stomach by RED Demoman's grenades..."

Big Macintosh shook his head. "...Ah heard it all last night, and ah still don't believe it," he said. "How can y'all stand livin' in a world of constant fightin' and paranoia?"

Heavy shrugged. "You learn to adjust. Or you die, curled up in ball like tiny baby," Heavy said, a scowl coming over his face. "I will never cry. I swore to mother and sister that I would always be strong," he said.

Big Macintosh frowned. "So y'all got family back in your world, too..."

Heavy sighed. "Is true. But I have not seen them in long time. I write, but receive no answer, and have not been able to look for them. I sometimes worry that they are dead, or think I am dead," he said. When Big Macintosh looked to say something sympathetic to him, he chuckled and said, "Is fine. I have accepted this and moved on." He looked out over the horizon, filled to the brim with apples. "Sometimes, is all you can do."

Big Macintosh sighed, nodding. "Eeyup..." Deciding to change the subject, he said, "Well... Ah guess y'all are gonna be helping with Applebuck Season?"

Heavy nodded. "It seems so, yes. How do you harvest trees?"

Big Macintosh chuckled. "Easy, really. Y'all probably don't know how to buck, right?"

Heavy nodded. "Ja. It take a couple days just to get used to being four-footed creature," Heavy said, remembering how often he and the others had ended up falling over when they first got here because they weren't used to being quadrupedal.

Big Macintosh nodded, and went up to a nearby tree. He turned around and then thrust out with his back legs, giving the tree a good solid kick, the apples shaking down and landing neatly in the baskets set up underneath it. "After that," Big Macintosh said, "You just hook'em up to a harness, toss 'em on your back, and take'em to the storage barns."

Heavy grunted, understanding. "I should practice," he said, "so I just knock down apples and not entire trees."

Big Macintosh nodded. "Yeah, you're a big'n. That'd probably be best if'n y'all are gonna help with harvesting. We don't really start until tomorrow anyway. There's the old farmhouse up yonder," he said, gesturing with a hoof to an old relic of a house in the middle of the orchard. "We jus' keep it around fer sentimental reasons, although Applejack sometimes goes kickin' around in it to relieve stress. The beams are about as thick as the smaller trees, so ah guess they'd be good for practicin' yer buckin.'"

"Spasiba, comrade Macintosh," Heavy said, heading for the old farmhouse. He wandered inside, having to duck through the door because of how large he was, and looked around.

_There was a battle here,_ he thought, frowning as he examined old claw marks. _Could this place be where Big Macintosh, Applejack, and Apple Bloom lost their parents? _

Frowning, Heavy decided to investigate it later. He found a very solid looking beam in the center of the house, and turned around. He braced himself, looking over his shoulder, and leaned forward slightly as he was shown, lifting his legs up and thrusting back...

...missing the beam entirely, slamming his crotch up against the beam.

Heavy yowled and backed up, clutching himself and grimacing. _This is harder than I expected..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later that day..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Spy was waiting for them in the tavern as Engineer and a slightly limping Heavy came in. The espionage expert was calmly licking at a cup of salt, smirking a little.

Engineer snorted. "Figures you'd be here first. Where you been? Miss Rarity's been lookin' for you all day," he said.

"Getting the lay of the land," Spy said, "learning what is where, and all that. I've also been making investigations into the Everfree Forest. It seems to be the most dangerous place, so any intel I can find on it will be useful."

Engineer nodded. "Well, all I know so far is that big monsters live in it, including dragons, manticores, and at least one chimera. Killed a lot a good folks 'fore it got put down."

Spy nodded. "I've heard that as well... There is a pony named Screwball under the care of a local psychiatrist named Doctor Brainpan... Apparently she was the only survivor of the battle that brought down the chimera, and it had left her somewhat... traumatized..."

Heavy grunted. "This world is good place, like Medic said, but it is not without its shadows..."

"Indeed," Spy said. "Many still are feeling the aftereffects of an attack by a creature called Discord. Apparently he was something of a dark god that specialized in mayhem..."

"Sounds like someone we should avoid," Scout said, trotting into the bar with Sniper behind him.

Spy shook his head. "No worries about that," he said, "Miss Sparkle and her associates defeated him and sealed him away in stone using something called the 'Elements of Harmony.'"

Medic trotted in, overhearing the conversation. "Indeed. Fraulein Sparkle mentioned zem to me in casual conversation."

"Powerful stuff," Sniper said softly.

"Seems like it," Engineer said.

"Think we could use them to get home?" Sniper asked.

Spy and Engineer traded looks. Engineer nodded slightly, and said, "We are considering the possibility."

Sniper growled. "Well, consider quicker. Nothing against this place, but it really doesn't sit right with me that the bloody drongo RED Sniper is the only one with access to me folks right now."

"Ach, Snipes," Demoman said, merrily trotting into the bar with his Scrumpy bottle in his teeth. "Ye need te relax more! We'll find a way home. Mean time, ye need to enjoy life and all it provides ye!"

Spy scowled. "How is zat fair? He gets his booze and yet I cannot find a cigarette to save my life!"

Engineer chuckled. "Y'all seem to be enjoyin' that there salt lick," he said.

Spy sighed, and nodded. "Yes. It is surprisingly refreshing, actually..."

Pyro trotted in. Everyone turned to look at her... and stared. She now sported a bright blue ribbon in her hair, bound up near one ear. She blushed, and said, "It was Fluttershy's idea. Do... do you like it?"

Engineer grinned. "It looks mighty fine, darlin.'"

Pyro cooed happily and snuggled up to Engineer's side. It took a moment for the others to process the idea of Pyro having anything girly on her at all. Engineer chuckled and turned to buy salt licks for everyone, when the bartender came over and put down eight more.

Spy quirked an eyebrow. "You are not the only ones making money today. After leaving Miss Rarity's to investigate this town, I have trading favors here and there. I helped the bartender with an important delivery and he agreed to let me have whatever I wished for today at no charge. I informed him of your coming, and he agreed to have salt licks provided for everyone."

Heavy nodded, frowning down at his salt lick. Medic elbowed him, his glare telling Heavy to stop being a baby about the local snacks, and began to enjoy his own salt lick.

"Speaking of everyone," Sniper said, "Where's Solly?"

As if on cue, Soldier burst through the door, startling everyone. "HA! I bet you maggots thought I couldn't blend in with the populace. Well, shows what you know. I've already gotten myself a job!"

The other eight members of BLU stared at him incredulously. "Dare I ask..." Medic said hesitantly, "...What is your new job?"

"I," Soldier said proudly, "am now the gym teacher at the local school! I start tomorrow."

"Oh, mon dieu," Spy groaned, amused.

"Zose poor children," Medic said, chuckling.

Scout covered his face with his hooves, trying and failing for the most part to stave off his laughter.

Soldier just smirked, trotting up to the table. He stared confusedly at his salt lick for a moment, but after sampling it, he dug right in with the others.

Sniper shook his head, chuckling. "Speaking of jobs, apparently Dasher was able to get me and the runt here work as weather managers with her here in town."

Scout grinned. "I really wish you woulda come with us, Snipes," he said. "Cloudsdale was friggin' AWESOME! Everybody was flyin' everywhere, and there were rainbows all around, and..."

"No tears, I trust?" Spy teased.

Scout threw his salt lick at him, Spy dodging easily. The bartender caught the glass expertly before it broke and spilled everywhere.

"You're too easy sometimes, boy," Spy chuckled.

"I hate to say it, but y'all do really walk into this sorta thang," Engineer said, sighing.

Scout grumbled, muttering various insults about Spy under his breath. Spy just calmly slurped his salt lick, taking it all in stride.

Soldier rolled his eyes at this. "So what's the next move? We've got jobs and all, but what are we supposed to do?"

Engineer frowned. "The princesss said that we'd be hearin' from the royal carpenters soon..."

"When?" Scout asked.

Engineer shook his head. "Ah don't know..."

"That still doesn't answer my question," Soldier said. "What do we do now?"

Engineer and Spy traded uncertain looks. "I guess..." Spy started to say.

The two of them were spared from admitting that they had no idea what to do by the sudden arrival of a royal guard. He threw open the doors to the bar, spotting the BLU ponies immediately. "Ah, good, there you are," he said, shaking loose feathers out of his wings. "The royal carpenters are here and wish to speak with the one called Engineer. In addition, the Princesses have come and have a request of you."

The BLU ponies traded various concerned looks, and exited the bar. They found the Princesses waiting outside, along with several ponies in work garb. Rarity, Fluttershy, and Applejack stood with them, looking nervous. (Terrified, in Fluttershy's case.)

"What's goin' on?" Scout asked, glancing from the construction ponies to the Princesses.

"We are to investigate the occurrence of the Nightmare Dogs and their possible origins," Luna said, her elegant starscape-mane waving in the gentle breeze. "We require the services of Rarity, as she has experience with the Diamond Dogs and is regarded as one of the best trackers in Equestria."

"Imagine my surprise," Rarity said, clearly baffled as to how she ended up with that title.

Celestia continued where Luna left off. "Fluttershy is coming along due to her animal empathy, and Applejack for her sheer strength and ability to see through lies. This mission will not require all of you, so we request that Heavy, Medic, Pyro, and Spy come with us as well."

The BLU ponies understood what the princesses left out of their statement as well, that they feared another possible attack and wanted some of them to stay here.

"Pyro? Listen to Spy on this mission," Engineer said, heading over to talk to the construction ponies.

Pyro nodded. She didn't like Spy, but she trusted Engineer's judgment.

The chosen BLU ponies joined Celestia and Luna's entourage. The larger white alicorn turned to Rarity and said, "Can you lead us to where you encountered the Diamond Dogs?"

Rarity sighed, and nodded. "There's a rock quarry just outside the north end of town. I usually try to avoid it unless I'm desperate for gems, as it is somewhat easy to get one's fur stained and dirty," she said. Spy nodded in sympathy, having had many similar experiences trying to keep his suit clean in the dustier battlefields.

Heavy chuckled softly. When Celestia gave him an inquisitive look, he said, "We were always fighting in rock quarries, gravel pits, basically every place isolated you could find. And now we are going to rock pit to find monsters and maybe fight again."

"Almost like coming home," Spy muttered, clearly not thrilled with the idea.

Celestia sighed. "Hopefully, we can accomplish this without any battle. Rarity, if you'd lead the way?" she said, motioning for the BLU ponies to ride in the spare chariot she had brought and the three Ponyville natives to join her and Luna on their chariot.

As they rode off, following Rarity's directions, Engineer watched them go. _Be safe, Pyro, _he thought to himself. He turned back to the construction ponies, who were all looking at him curiously. Engineer smiled, pushing his goggles out of his eyes and looking at the tallest and strongest of the construction ponies, the apparent leader of the group. "Well fellers, it's a pleasure to meet y'all."

"Yes sir," said the lead construction pony (a mare, to Engineer's surprise), "I'm Brass Fittings. The princesses said that you'd be supervising the construction of your new living quarters?"

Engineer nodded. "Ah haven't picked out a good spot for it, yet," he said, "But I'm sure it'll all work out fine. The Name's Engineer, by the way."

"A pleasure," Brass Fittings said, smiling, "And we actually do have a place picked out." She gestured, leading Engineer away, the other construction ponies following.

Which left Soldier, Demoman, Sniper, and Scout by themselves.

"Well... now what?" Soldier grunted.

"I'm gonna go talk to Pinkie Pie," Scout said, flapping off.

"I'm gonna try to talk Dasher into giving me some more lessons in storm manipulation," Sniper said, taking to the air.

"Good luck gettin' her attention, laddie," Demoman chuckled. "I asked around. Whenever she's not doin' somethin' with her friends, Rainbow Dash is constantly in training to try and join some fancy fliers called the Wonderbolts."

Sniper rolled his eyes. "Yes, I'm familiar with them. She gushed about them more than Scout gushes about his favorite baseball teams," he said as he flew off.

"Good lord," Soldier muttered, shaking his head. Demoman laughed, taking a swig from his Scrumpy bottle.

"As for me, Solly, I'm going te see if the Cakes need me any more. If they dinnae need me I'll be at Berry Punch's wine shop," he said. "Do ye have plans of yuir own?"

Soldier scowled. "No... I guess I could go back to the school, see what sort of curriculum they'll expect me to teach..."

"There ye go, lad," Demoman said, patting Soldier on the back, "Ye'll do just fine." He took another swig from his Scrumpy bottle, and trotted off. Soldier grumbled a moment, and wandered off.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The rock quarry..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The chariots bearing the two groups of ponies came upon the quarry Rarity led them to, almost immediately noticing something wrong.

Applejack frowned, hopping off of the chariot. "Rarity, sugar cube... When was the last time y'all were here?"

Rarity frowned. "A month ago... But I don't see how could things have gone to pot this quickly..."

The quarry had once housed several trees. It had been a dusty, rocky place, but it also had lush plantlife. Now, though, all the trees looked dead and rotted.

"Oh my..." Fluttershy said softly, "All the birdies that must have lived here..."

"I'm more worried about is still living here..." Luna said softly. The desolation was appealing to her macabre senses, but other than that the entire place felt 'wrong,' for lack of a better term.

Spy frowned, taking to the air and looking around. There were several large piles of dirt, looking as if they were meant to fill several holes that had been dug out. "These holes... We must find our way in through one of them," he said.

"An obvious course of action," Medic said. "But what if there are Nightmare Dogs waiting for us?"

"I think you ponies have more to worry about that just Nightmare Dogs," hissed a voice familiar to Rarity. Before she could call out a warning, makeshift gas bombs began to detonate around them. Pyro tried to manifest a flame to burn away the smoke, but a powerful fist struck her in the back of the neck, knocking her out. The princesses attempts to do the same met with similar results. The others staggered about, choking and coughing as they struggled against the effects of the smoke, all of them eventually falling unconscious.

From the shadows created by the smoke, several figures emerged. Leading them was a pointy-eared Diamond Dog with a sinister grin on his face. "This time," he said, glaring down at Rarity, "We are ready for you. And now you will be our pretty gem finding slaves forever."

Heavy was the last to fall, the titanic stallion growling angrily as he tried to get to the Diamond Dogs before the gas took hold. The last thing he heard before falling unconscious was the laughter of the Diamond Dogs.

Two of the armored Dig Dogs tried to pick Heavy up and drag him away, but he was too large and too heavy, bigger even than the princesses. They eventually settled for just dragging everyone else away, taking them to their underground lair.

Celestia was the first to awaken, coughing as the effects of the sleep gas wore off. She shook her head, trying to clear it, and tried to stand up, noticing a weight on her back. She turned, seeing a harness tightly strapped to her, the rusty metal leading to an old mining cart.

_...Seriously? _Celestia thought. _This is their big plan? _

She felt truly stupid now for letting them sneak up on her. Looking around, she saw her sister, the guards, and the others starting to recover. In the nearby shadows, the Diamond Dogs watched with grinning faces.

"Ungh..." Applejack said, shaking her head to try and clear the fog from it. "What the hay..."

Rarity scowled. "Oh. This again," she said. "Well, I know how to handle that."

"So do we," said Rover, the lead Diamond Dog, grabbing Rarity's head roughly and forcing a white powder down her throat. Rarity began coughing and gagging, her voice drying to a harsh rasp. Fluttershy cowered fearfully, as Applejack tried to move to protect her. A pair of Diamond Dogs grabbed her, trying with only moderate success to hold her back.

Rarity coughed, the powder drying her throat and tongue, making it hard to talk, lowering her voice to the point where even Fluttershy at her shyest was louder.

"What... What was that?" Fluttershy asked, "What did you do to her?"

The Diamond Dog leader looked at her strangely. Upon seeing her friend get hurt, some of the fear started to drain out of Fluttershy's voice as she gave them a stern look. He felt no guilt, however, and decided to answer truthfully. "Stupid noisy pony's whining hurt us last time! But now we fight smarter! Special powder dry out her throat she cannot make annoying noises and hurt our ears!"

Applejack snarled. "Pardner, y'all ain't heard nothin' like the noise I can make!"

Rover sneered, flicking her cowpony hat off of her head. "You are loud, but your voice not have same pitch as fancy pony."

Rarity coughed, not sure whether to be pleased that she could outdo Applejack at something or offended that her voice was considered to be more annoying than her friend's.

Fluttershy shook her head. "How dare you," she said, her voice gaining strength as the familiar righteous fury hit her. "How DARE you hurt my friend! What would your mother say?"

"Mama would be proud of her puppy's cleverness," Rover said, beaming, the other brutes patting him on the back in agreement, the littlest Diamond Dog sniffling in remembrance of his own mother.

Fluttershy visibly deflated. Playing the 'mother' card usually worked...

Applejack renewed her attempts to attack, a pair of Dig Dogs pinning her to the ground.

The BLU ponies and the guards, by this point, had recovered. Medic looked to Spy, and nodded. Medic turned back to the Diamond Dogs and the armored Dig Dogs, quirking an amused eyebrow.

"You got ze drop on us. Ve vill give you credit for zat much. However, let me tell you lot vhy you are idiots," Medic said, an amused expression on his face. "One," he said, gesturing to the drag-marks in the dirt near the exit of the tunnel, "You have left an obvious trail to follow. You don't strike me as intelligent enough to kill Heavy so he cannot follow us, so he is most likely on his way to destroy you now."

The Diamond Dogs traded uneasy looks. Medic smirked, and continued. "Two, you fail to recognize zat two of your prisoners are ze Princesses of ze Sun and Moon."

Rover scoffed. "We know who they are. Sun pony weaker without sun, and Moon pony wimpy little wreck."

Celestia just grinned ferally, while Luna's eyes began to glow with anger.

Medic nodded. "Fair enough. And true, Celestia may be weaker, however zat does mean she is helpless. And from what I have seen of Luna, she is far from helpless. And much to my amusement, she seems to have a rather strong taste for the macabre."

The Diamond Dogs traded nervous looks at Luna, who was starting to radiate a magical aura. Fluttershy quivered in fright, cuddling up close to Rarity and Applejack. The two younger ponies gave Celestia a pleading look, the princess nodding in understanding and casting a spell on Fluttershy to help keep the meek pegasus calm throughout all of this.

Medic smirked. "Three... Pyro. Enough said."

Pyro laughed viciously, an aura of flames swirling around her and utterly destroying her harness and cart, reducing both to ash. Still, the Diamond Dogs seemed rather confident.

"Finally, ze last reason you are stupid," Medic said, gesturing to his left, "is zat you let Spy escape."

The Diamond Dogs blinked, and looked at the cart where Spy was. In his place was a whimpering Dig Dog.

"What... How... Grngh.. BAH!" Rover sputtered, storming over to the Dig Dog and freeing him. "Stupid! How could you let him get away?" he barked, slapping the whimpering Dig Dog. "Find him!" Rover turned to walk back to the others, only to cringe in pain as the Dig Dog jammed a knife into his back, flooring him instantly. The Dig Dog snorted laughter, turning back into Spy.

"I can't believe how stupid you are!" he said, flicking his knife closed and pocketing in, "SOLDIER wouldn't fall for zat! SCOUT wouldn't fall for zat!"

Rover, badly injured from the backstab, called out to the other Diamond Dogs and Dig Dogs to attack.

"No," Medic said, grinning predatorily, "I think ve shall let Princess Luna und Pyro deal with you lot."

"Just wound zem, Pyro. We need zem alive for questioning," Spy said.

Luna's harness dissolved off of her, her eyes glowing with power as she stalked towards the Diamond Dogs and Dig Dogs. Pyro, giggling madly and leaving flaming hoofprints, stalked forward with her, Luna's body seeming to absorb what little light there was in the room, until only Pyro's flames and Luna's glowing eyes provided the illumination...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Five minutes later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

All of the Dig Dogs and the other two Diamond Dogs, most of them with severe burns, lay cowering in the corner, curled up into fetal positions, chanting, "The spiders... the spiders..." over and over again. Luna, calm and stoic, stood near her sister, who was checking up on Fluttershy.

The yellow pegasus actually managed to smile. "I'm... Honestly, I'm rather glad I'm under a spell right now," she admitted, her eyes still glowing with a gentle light. "Otherwise I probably would have died of fright when Luna brought out the tentacles of darkness. Or the spiders... Actually, probably when she started absorbing all the light in the room..."

Luna flinched. She knew she was probably pushing it with some of the things she did to the Dogs, but really, they were just too rude. Plus, she was frustrated for letting these creatures get the drop on her again and had felt the need to vent some frustration.

Applejack shivered, wishing that Celestia had cast the calming spell on her as well. "Um... No offense, but do y'all think it was really necessary to use that many monsters all at once?"

Luna frowned sadly. She had done it again, scared someone without meaning to... "The Nightmare Dogs hurt my sister," she said softly, "And these foals wanted to turn her into a slave... I... I couldn't let her be hurt..." she said softly.

Celestia came over to hug Luna, Fluttershy realizing for the first time since the Nightmare Night fiasco that Luna was just a pony like everypony else, needing friendship and affection.

Medic, meanwhile, was checking up on Rarity. "Hmm..." he said, examining the inside of her mouth. "Ja, you should be fine vunce you get somezing to drink. It will clear ze dryness up no problem. In ze meantime, zough, I would avoid talking as much as possible."

Rarity huffed, but nodded. It seems that she wouldn't be of much use here after all. But still, she was curious about the source of the Nightmare Dogs, and felt strangely safe with the princesses and the BLU ponies there, so she was moderately glad to be along anyway. Even if she was getting dirty.

Pyro, a few feet away from the others, was bouncing around in a disturbingly Pinkie Pie-esque fashion, chasing a butterfly of flames she had made, when Heavy barreled into the room, bellowing a war cry. He looked around, realizing everyone was all right, and quieted down, trotting over to Medic.

"Doctor is all right?" he rumbled.

"Ja, mein freund," Medic said, "Ze matter vas taken care of easily."

Heavy nodded, grunting and going over to join the guards, who were apologizing for their inability to protect the princesses. Celestia, as she removed the calming spell from Fluttershy, shook her head.

"We have obviously underestimated the Diamond Dogs. A mistake was made on all our parts," she said, walking up to Rover with a stern look on her face. "Which brings me to my next question: Twice I have been ambushed, first by the Nightmare Dogs and then by you and yours. I am tired of it. How were you able to hide from my magical senses?"

Rover hesitated. The other ponies had gathered around him and were all looking at him expectantly. He debated the merits of lying, looking over at the twisted, terrified wrecks of his comrades... and sighed, defeated.

"We find curse water a couple weeks ago," he hissed. "Drink little bit, gain ability to become invisible to anything except the eyes. Even smell is masked."

_Something we're all grateful for, _Rarity thought, remembering how utterly stinky the Dogs were.

Rover tried to stand up, but the pain from the knife wound to his back put him back on the floor. He growled, and said, "We only drink little bit of curse water. Others drink too much, and become Nightmare Dogs. Haven't seen them again, and don't want to."

Celestia and Luna traded worried looks. Medic, however, was fascinated. "Vhere is zis 'curse water?'" he asked.

Rover pointed down a nearby tunnel. "Huge flowing river down that tunnel. We find it by accident while searching for shinies."

Celestia looked down the tunnel. "Heavy, Batallion, stay here and guard them. Everyone else, let us go see what this 'curse water' looks like."

One of the guards bowed, going over to stand by Heavy, who just grunted and nodded, glaring down at the Diamond Dogs. The others trotted down the tunnel, the remaining guards forming a protective triangle in front of the two princesses.

"I don't like zis," Spy said, "I don't like going into a situation without intelligence."

"And I am not liking ze personnel ze princess chose. Applejack and Rarity I could understand, but Fluttershy?" Medic muttered.

Fluttershy lowered her head sadly.

Rarity coughed. "Fluttershy does tend to be on the meek side," she rasped, making the understatement of the century, "But she is stronger than most ponies give her credit for."

"Plus, I like her. She gave me this pretty hair bow," Pyro said, gesturing to the blue ribbon adorning her mane.

Fluttershy smiled gratefully. Medic and Spy traded uneasy looks, but decided to let the matter go.

As they walked down the tunnel, Applejack began shivering.

"What's wrong?" one of the guards asked.

"Ah... Ah don't know... Ah just got a really cold chill just now..." she said.

The guard frowned. "I didn't feel anything..."

Fluttershy whimpered suddenly, shivering. "There's... there's something very bad ahead..." she said, finding her legs locking up like they did when she was extremely frightened.

Rarity's horn sparked uncontrollably for a moment. She gave the others a nervous look, her expression stating that sparking had never happened before.

Medic and Spy traded uneasy looks. "Pyro, you and one of ze guards stay with Fluttershy, Rarity, and Applejack, and take zem back to the main caves with Heavy," Spy said.

Applejack scowled. "Ah ain't no scardey-pants! Ah can still help..."

"If you are certain," Spy said.

Applejack was still shivering, but she nodded resolutely. "Jus' because ah'm scared don't mean ah cain't fight if need be!"

Spy nodded, allowing himself a smirk. "Zen lead on, mon cher."

Applejack huffed, and strode to the front with Celestia and Luna. Spy turned to Medic and said, "I'm starting to get a bad feeling about zis... Perhaps it would be best if you had an UberCharge ready, just in case..."

Medic nodded in agreement. He cast his healing beam on Spy, feeling the familiar energy start to build up as they moved through the tunnel towards the sound of rushing water.

"Be careful," Rarity rasped as she, Pyro, Fluttershy, and one of the remaining guards went back into the main chamber. Applejack put on a confident smile for her friends' sake, although it faded quickly once they were gone. Applejack frowned, thinking about her cold chills, and asked the princesses, "Why do y'all think the three of us were able t'sense something off about this place?"

"The Elements of Harmony are set in direct opposition to the forces of chaos and evil. It is only natural that the bearers of it would be more sensitive to its presence," Luna said.

"...If y'all say so. I just know that whatever's down this tunnel feels just WRONG," Applejack said, shivering again.

Celestia frowned. She, like her sister, had lost her connection to the Elements of Harmony over a millennium ago after Luna's transformation into Nightmare Moon caused them to turn on each other. They felt nothing beyond a slight chill from the damp underground. And that bothered her. She and Luna should sense SOMETHING... The only thing powerful enough to hide completely from their mystical senses was...

...No. No no no. He was locked away in stone. She checked on him twice daily. And routine was strictly enforced around the vault he was kept in for a hundred meters in all directions around the statue. It couldn't be him.

Celestia managed to reassure herself that it wasn't THAT monster that was hiding from her, and kept going, suddenly very eager to get out of this horrible place and back into the light of her beautiful sun.

They rounded a corner, coming closer and closer to the source of the rushing water noise, only to find that the sound was... thickening, somewhat. As if it wasn't water, but something else entirely. They rounded another corner, coming into a large cavern, the source of the strange, water-like sound.

Flowing steadily down a pathway in a constant stream was a thick, dark indigo, almost gelatinous substance that bubbled and seethed as it flowed.

Luna took one look at it and screamed, rearing up on her hind legs, her wings flapping wildly. "No no no NO NO NO NO! Not again! NOT AGAIN!" she whinnied.

Celestia and Applejack turned to the dark princess. Her irises had narrowed in terror, her voice a fearful shriek. "The Smooze... the SMOOZE!" Luna screamed, scrambling backwards towards the exit of the chamber. She stumbled, and curled up into a ball near a wall, shivering in fear. "Make it go away, Tia! MAKE IT GO AWAY!"

Celestia's eyes widened in fright, and she looked back at the dark river, seeing it for what it was for the first time. The guards and Applejack also looked alarmed as well.

"Vhat? Vhas is das?" Medic demanded.

"The Smooze," Applejack said, her voice shaking, "...It... It's said to be the source of all evil in Equestria... A force o'pure darkness said to corrupt all it touches... Land sakes... Ponies tell their young'ns stories about the Smooze t'get 'em to behave!"

"The Diamond Dogs..." one of the guards stammered, "They were DRINKING this stuff..."

"Make it go away, Tia!" Luna pleaded, "I don't wanna be Nightmare Moon again... I don't wanna hear the voices again... Please, Tia, make it go away!"

_The Smooze... _Celestia thought, an old theory about her sister's transformation and betrayal, one of the ones she feared the most, confirmed, fear and anger flowing through her, _The Smooze is what corrupted my sister. _"We are leaving," Celestia said firmly. "NOW. We are then retrieving your demolitionist friend and sealing this cavern off forever."

"I fully agree with zat idea," Spy said. Anything that made someone as powerful as a princess cower in fright was something he wanted nothing to do with.

Celestia had the guards pick up the trembling, cowering Luna and had Applejack take the lead. She turned back to Medic and Spy... and saw it.

On the opposite bank of the river, it stood. A tall, faceless, pale-white, slender pony in a black suit-coat and red tie. On its flank was an unnerving Cutie Mark, a scratchy red circle with an 'X' over it. It simply stood there, staring at them, its emotions unreadable.

Celestia felt a cold chill running through her at the sight of the creature. "You... Are you behind this?" she demanded.

The others, save for the trembling, terrified Princess Luna, traded confused looks. Celestia stared at them, a sudden fear coming over her. "Can't... Can't you see it?"

The two guards, ever loyal to the throne, looked exactly where Celestia was looking, tried hard to see what she saw... and shook their heads.

Spy frowned. "Forgive me, Princess..." he said, "but I do not see anything zere."

"Nor do I," Medic said, giving her a worried look.

Applejack frowned. She could tell that Celestia WAS seeing something... but she herself couldn't see it. She shook her head sadly.

Celestia felt something start to fray inside her head. "But... But he's right there!" She turned to look... and the slender pony was gone. "I... wait, where did he...?"

Before Celestia could process the disappearance of the mysterious slender pony, the river of Smooze began to bubble. From the depth of the river, a pale gray unicorn emerged, its face covered by a ghostly white mask with soulless black eyes. Its Cutie Mark was the same as the slender pony's, but the creature itself was about the same size as Rarity. Its mane was dark black and matted in several places, its horn curving slightly, more like a sword in appearance than a unicorn horn.

"Spread out," Spy said, taking command, "Medic, get ready to Uber Celestia on my command. Celestia, take the front. Applejack, take a flanking position. I'll take a rear assault. Guards, protect Luna, but be ready to help Medic in case the Uber fizzles out before Celestia can defeat it. Let's finish this Masky thing quickly."

The newly christened Masky Unicorn calmly looked at all the gathered ponies as they took up their positions. Celestia snorted, her courage bolstered by her frustration and confusion over the slender pony's presence, and anger over what the dark river was doing to her sister's peace of mind. She flared her wings and pawed the ground, glaring at Masky Unicorn.

Masky Unicorn looked away from her, clearly unimpressed. It looked at Spy. The rogue, feeling uncomfortable, tried to cloak, but before he could disappear completely, the Masky Unicorn suddenly appeared directly in front of him, moving in the time it took to blink. The creature's soulless, empty black eyes stared directly into Spy's own, the French assassin finding himself unable to look away. Before any of the others could react, tendrils of darkness erupting from Masky Unicorn's eyes and piercing into Spy's own.

Spy screamed in agony as the darkness pierced him, feeling the tendrils twist his very soul, warping it, the feeling like being crushed and ground into thousands of pieces...

This all happened in the space of seconds, before any of the others could react to it. And before their shocked, horrified eyes, the colors seemed to drain from Spy's body.

"Oh no..." Applejack moaned, realizing what was happening to the espionage expert. "Oh no no no..."

Medic was starting to panic. "Vhas is das? Vhat is happening to him!"

Celestia was the first to react, charging forward and tackling Masky Unicorn, sending it flying off to one side. She glared at it, her growing fury over the situation clouding her mind. Her horn flared, Celestia preparing to destroy the creature entirely...

...and then it fizzled out.

"What..." Celestia stammered. She couldn't bring any of her magic to bear at all.

Before she or any of the others could process this, Masky Unicorn's horn glowed. Celestia and the guards suddenly found themselves gagging, a powerful ring of force closing around their necks and lifting them telekinetically into the air. Luna, terrified to near catatonia by the presence of the Smooze, barely registered this.

Applejack ran around Masky Unicorn to check on Spy, who had slumped over after Masky Unicorn got knocked away from him. Medic was already there, unable to discern what was wrong with Spy.

"I do not understand," Medic said, his voice frantic, "Vhat happened to him!"

Applejack shook her head. "This happened t'me and the others before," she said. "This big bad feller named Discord, he could reverse people's personalities. Made me into a liar and an utter jerk, doin' everythin' backwards."

"Spy's personality has been reversed?" Medic said, considering the implications. _Oh geschissen, _he thought. "Get away from him!" he warned. Too late, though.

Spy lashed out, jamming his knife into Applejack's shoulder. The orange pony staggered back, blood flowing down her foreleg. Spy glared at her, his eyes now pitch black with white irises. He whirled, glaring at Medic, his lips curling back in an angry sneer.

"Maggot," Spy snarled, sounding for all the world like...

_Like Soldier before he got used to me... Oh SCHEISSE, _Medic thought, slowly backing away.

Spy stared at Medic, pure hatred in his eyes. Something inside of him felt broken, rage and hatred bubbling over in the pegasus's mind. "MAGGOT," he snarled, memories of the occupation of France coming to him, each one like a slap in his face. "Filthy, disgusting, Nazi MAGGOT! I'll make you hurt... I'll make you SCREAM!" Spy roared ferally, sounding for all the world like Soldier on a rampage. "Pour l'honneur! Pour la France! MOUREZ NAZI MEURENT!"

Applejack cringed, struggling to her feet as Spy leapt on Medic and began trying to strangle him. _Celestia powerless and being choked out, Luna catatonic, Rarity too far away to call, Twilight back on the surface, and Medic wouldn't know the spell. Dangit Applejack, how do y'all get y'self into these messes?_she thought, wincing as she yanked the knife out of her shoulder and moved to help Medic. Whatever that UberCharge was, she needed it to help free Celestia and the two guards, and Medic couldn't use it if Spy... or rather, Spydier, killed him.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_The main caverns..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Fluttershy, Rarity, Pyro, and the remaining guard went back to join Heavy and the other guard in the chamber with the Diamond Dogs. Heavy was chatting it up with Batallion, who was one of Luna's bat-winged pegasi, apparently having a good time. Batallion looked concerned when his partner, Grimorum, came back with the others.

"The Princesses went ahead with Celestia's guards, Medic, Spy, and the Applejack. The Elements sensed something major up ahead, plus Rarity's magic seemed to short circuit," Grimorum said, answering his partner's unspoken question.

Rover began to cough.

Ignoring him, Batallion frowned. "That's not good... I hope the Princesses will be all right."

Heavy grunted. "Medic and Spy are credit to BLU. They keep Princesses and little apple pony safe," he rumbled, going over to Fluttershy. For some reason, Fluttershy found herself very relaxed in the towering pony's presence. "Little flutter pony is all right?"

Fluttershy nodded. "Just a little scared, is all..."

Rover's coughing became worse. Some of the other Diamond Dogs and Dig Dogs began to cough as well. Soon after, the coughs dissolved into hacking wheezes.

Pyro frowned at them. "Shouldn't someone check on them? Maybe it's just me, but I really don't want to catch whatever they're coming down with."

Rarity scowled. As far as she was concerned, the brutes could suffer. Bad enough that they kidnapped her twice, but kidnapping her friends? Her PRINCESS? Unforgivable.

And so naturally, Fluttershy was willing to help them. "Rarity, I know that you're mad at them, but they're still living beings. And we should help all those in need."

Rarity cringed. She knew Fluttershy was right on an intellectual level. And honestly, with the way they were coughing, she was a little concerned. Even without being connected the Element of Generosity, she would feel a compulsion to help them. (Although not without a mask and sterile socks to cover her forehooves. No reason to catch whatever the Dogs were coming down with.) "Fine," she rasped, trying to limit what she said until she got a drink to clear it.

Pyro quirked an eyebrow. "Noble sentiment," she said, "But how? All the stuff is up at the cart? I could FLASH FRY them and put them out of their misery, but I don't think that's the cure you want."

Fluttershy whimpered, trying to remind herself of how gentle and sweet Pyro seemed this morning, trying to ignore the grin that came over the firebug's face when she mentioned killing the Diamond Dogs with fire. "No... No, that's not what I want," she said, going over to the Diamond Dogs.

Heavy just chuckled. "Little shy pony is good to think of others," he said, "But Pyro is right. What can we do?"

Fluttershy frowned. "I don't know," she said, "But we have to try." She gave the others a pleading look, as if asking for ideas. But as she watched, their expressions became more alarmed. Fluttershy, shaking nervously, turned... and screamed in fright, hiding behind Heavy.

The Diamond Dogs and Dig Dogs were starting to melt, screaming in agony, dissolving into a purplish ooze.

One that the Equestria natives recognized.

"The Smooze!" Fluttershy squeaked, cowering behind Heavy.

"No... It's impossible!" Rarity rasped, placing Pyro between herself and the pile of evil goop the Dogs were melt

"What? What is this Smooze?" Heavy rumbled.

Batallion shook his head, visibly terrified but not breaking his battle-ready position. "It... It's not supposed to be real! Just an old pony's tale!"

"Supposedly," Grimorum said, visibly shaken, "Supposedly this stuff is the source of all evil in Equestria... By Luna's moon... For it to be actually REAL..."

As a growing puddle of Smooze began to form from the ruins of the Diamond Dogs, Pyro lashed out with her flames. The Smooze seemed to be driven back by it, Pyro steadily moving forward, lashing her flames all around, hoping to dissolve the gunk completely...

...never noticing as a blob of the Smooze snaked around, roiling and bubbling as a Masky Earth Pony began to rise from it. By the time everyone noticed, Masky Earth Pony had already cornered Fluttershy, tendrils of darkness snaking into her eyes from the monster's own.

Rarity lashed out with her magic, striking Masky Earth Pony at the same time Heavy, bellowing in fury, tackled it, the powerful double-blow sending it flying away. Not bothering to look where it landed, Rarity immediately turned to check on her friend.

The colors were draining from Fluttershy's body, her eyes having turned a dark black with white irises. She staggered for a moment, dizzy... and began to laugh.

But not Fluttershy's gentle, heartwarming laugh. This laugh was filled with sadistic glee, a cruel joy that wanted to unleash itself upon the world.

"I'm BACK!" Fluttershy cackled. "FlutterCruel be in the house, bitches! And now everything is gonna go to Pony Hell!"

Heavy, as Fluttershy's transformation into FlutterCruel completed, suddenly collapsed, clutching his chest and breathing heavily. Confused, he staggered, trying to stand upright. It felt like something inside him was burning away... and it was all connected to what happened to Fluttershy.

Pyro, despite her madness, wasn't as incompetent as people gave her credit for. She knew that Masky Earth Pony was responsible for this, and turned to look for him... only for tentacles of darkness to erupt from Masky Earth Pony's eyes and start strangling her and the two guards, leaving a horrified Rarity to deal with FlutterCruel...

Rarity, for her part, was terrified. Memories of being in love with a giant rock that she thought was a diamond (one that she named Tom, to her eternal shame) flowed through her mind like wildfire, memories made worse by the cruel, almost demonic smirk on FlutterCruel's face.

_This can't be happening! _Rarity thought. _Not again! NOT AGAIN!_

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Ponyville..._

_Books and Branches Library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Spike happily noshed on the rum cake he had bought, savoring the delicious taste. "Mmm," he said, "I love it. Who knew that those creepy soldier guys could cook so well?"

Pushing open the door to the library, he polished off his piece of cake, setting the piece he had brought back for Twilight on a nearby table. "I'm home!" he called out, "Errands are all done! Brought you some cake, too!"

Whistling casually, he began organizing various books that had fallen off the shelves. He shook his head, chuckling. For someone who could be so completely OCD at times, whenever Twilight got wrapped up in reading she tended to forget that she couldn't just use the library like her old bedroom in Canterlot.

As he worked, he frowned. Twilight hadn't come to greet him yet. He shrugged, and continued working, the dedicated assistant easily picking up the scattered books and putting them back. As he worked, he reflected on the day so far. When he had encountered Pinkie and Scout, the two of them were working on something they called 'an epic prank.'

He had a feeling it would be best to avoid the two of them until said prank was completed.

Demoman had been hard at work helping the Cakes bake rum cake, and other recipes that called for alcohol. He had felt a little tipsy while in the kitchen, but the feeling had passed quickly once he got outside. Plus, he got some delicious cake.

Sniper had tried and failed to catch up with Rainbow Dash, and had contented himself to watch her as she practiced her stunts. Although Spike couldn't help but think that Sniper was lining up a shot at Rainbow Dash as he stared at her, his eyes following her movements precisely. It was a little unsettling.

Engineer had been working with the construction ponies at the site for the new BLU headquarters. The construction ponies all seemed quite impressed with his designs, and the leader, Brass Fittings, seemed to have the beginnings of a crush on Engie. It'd be interesting to see where that went, if nothing else.

To his surprise, he found Soldier talking with Cheerilee between classes, discussing curriculum for the gym class he would be teaching tomorrow. Cheerilee, normally a bright, perky pony, seemed visibly irritated with Soldier at times, but after Soldier barked at Diamond Tiara and Silver Spoon when they insulted Apple Bloom and her friends when they failed at yet another 'crusade,' making the two rich ponies do laps, she started to tolerate him more.

He scowled inwardly, thinking of what Medic said to him earlier about Spy, and the fact that he was now essentially alone with her underground. "He better not make a move on her," he muttered. "He just better not."

He heard the sounds of eating behind him and smiled. Apparently Twilight had come down and found the cake. He finished off his work, standing back and admiring the nice clean shelves proudly.

"Thank you Spike," Twilight said. "You always do a good job. I'm sorry for the mess, but there was an... incident, while you were out."

Spike, without turning around, chuckled. "I'm not surprised the place is a mess, then. You tend to throw around books once you start panicking."

"True..." Twilight admitted. "Thanks for the cake, by the way. It was quite good. One last treat before I burn Ponyville to the ground."

Spike nodded. "No problem," he said. Then he actually registered what Twilight said. "Wait, what?" He whirled, and gasped, seeing what had happened to his friend and employer.

Twilight Sparkle's body had become grayscale, all the colors drained from her. Her eyes had become darkest black, with only the tiniest hint of white iris inside. A bitter smile was on her face as she looked at Spike.

And standing next to her was a gray pegasus with a matted black mane in a white, ghostly mask.

"T-Twilight?" Spike stammered, "What's happened to you?"

Twilight chuckled softly. "My new associate here... I think I'm going to call it 'Masky Pegasus,' for lack of a better name... has showed me a rather startling revelation. Kindness? An illusion. The world is cruel. Generosity? To first give anything of real value you actually have to HAVE something of real value. It's a contradiction in and of itself. Honesty? When has the truth done anything but hurt? Laughter? There's nothing worth laughing at. Loyalty? All ponies will betray each other in the end. Friendship? Pointless. All stories end in the final tragedy."

Spike was near tears. He was terrified, and hearing Twilight, his loving, loyal, longtime friend dismiss the Elements of Harmony, and worse yet, Friendship itself, was tearing him apart inside. "Twilight. Twilight please, you're sick. This isn't like you," he pleaded.

Twilight shook her head. "On the contrary. I feel more myself than I have since Discord," she said. "Life is just a tragedy waiting to happen. And Twilight Tragedy will share her despair with all of Equestria."

Spike shook his head, as if denying the horror before him. "I... I won't let you!"

Twilight Tragedy smirked. "...Actually, quite the opposite is true. You're going to be helping me," she said.

Spike stared at her in confusion. It was all the opening Masky Pegasus needed to look into Spike's eyes and start corrupting the young dragon as it did Twilight Sparkle. In the end, all Spike could do was scream...

_**TO BE CONTINUED...**_


	4. Nothing Can Stop It  Part 2

_**Waking Nightmares**_

_**By Jonathan "KnightMysterio" Spires**_

_**Chapter 4: Nothing Can Stop It – Part 2**_

_The__ disclaimer__ about__ copyrights__ from__ the __last __chapter __will __apply __to __this __and__ all __future __chapters.__ This __story__ starts__ immediately __after __the __events __of __the __previous __chapter._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The Smooze cavern..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"DIE!" screamed Spydier, the corrupted espionage expert pinning Medic to the ground. Lacking any hands to strangle with, he had to settle for pressing his hooves against Medic's windpipe, trying to crush the life out of the German unicorn.

Applejack, limping slightly from the knife wound, whirled around and bucked him, sending Spydier flying off to one side. "Doc," Applejack said, helping Medic to his hooves. "Y'gotta get up," she said.

Medic tried to speak, but Spydier was surprisingly strong. He coughed, trying to get air down his throat as the cowpony hefted him upright. Spydier recovered quickly, and snarled. "Domestique du diable Hitler! Je ne vous laisserai pas laisser cette caverne vivante!" he screamed before cloaking, his knife disappearing a moment later when he picked it up.

"Fluch," Medic cursed, "I cannot use ze UberCharge now... If ve cannot see him, zen vhat good would invincibility do!"

Applejack frowned. "We just gotta find him, then," she said, looking about the cavern.

"Collaborator," Spydier hissed, his voice echoing in all directions, "You will not find me in time to save your miserable, treacherous lives!"

"Of all the times for Pyro not to be here," Medic muttered, wincing as he felt a knife wound tear through his flank, turning his Medibeam on Applejack.

Celestia and her two guards, meanwhile, struggled in Masky Unicorn's grasp. The ghastly pony simply stared in seeming amusement as she magically held the three of them into the air, slowly choking the life from them. He looked over and Princess Luna, who whimpered and closed her eyes, looking away.

_ThE __tImE __iS __rIgHt..._screamed a voice in her head. Luna whimpered and covered her face in her hooves.

_ DrInK..._

_ dRiNk AnD bEcOmE nIgHtMaRe MoOn OnCe AgAiN!_

"Leave me alone," Luna screamed, trying and failing miserably not to whimper, "I don't want to be Nightmare Moon again! Not for real!"

_yOu __WoRtHlEsS __fOaL!_screamed the voice, _iF __yOu __Do __NoT __iNvOkE __tHe __PoWeR __oF __tHe __NiGhTmArE,__ tHeN __yOuR __sIsTeR __wIlL __bE __kIlLed!_

Luna's eyes shot open. The voice was... trying to help her!

But how could becoming Nightmare Moon, really becoming Nightmare Moon again and not just using scary illusions, help anyone?

She finally opened her eyes, and looked over at Masky Unicorn. The Masky Unicorn seemed to have a blissful expression on its face as it choked the life out of Celestia and her guards. Celestia, struggling for her life, gave Luna a pleading look.

Luna, still terrified by the presence of the Smooze, struggled to her feet. She flared her wings and raised her voice as best she could. Just BEING in the presence of the same stuff that turned her into Nightmare Moon was terrifying beyond belief.

But she couldn't let her sister die. "You... You leave my sister alone!" she called out. She tried raising her voice to the Royal Canterlot Tone, but couldn't manage it.

Masky Unicorn turned to stare at her... and then roughly slammed Celestia and the two guards down on the ground, casually trotting over and stomping on Celestia's face, pinning her to the ground.

"I... I'm w-warning you!" Luna said, her horn flaring as she brought her magic to bear... only for it to fizzle out, just as Celestia's had.

Luna's eyes widened in terror. "No!"

Masky Unicorn seemed to have a smug expression on its face. It turned its ghastly gaze on the two guards, Goldenshield and Stonewall, tendrils of darkness emerging from its eyes and burrowing deep into their own. Celestia could only watch, Masky Unicorn surprisingly strong despite being smaller than her, as her guards became corrupted, their eyes turning dark black, their colors turning monochromatic as they collapsed.

And when they stood up again...

"Pretty PRETTY princesses..." Goldenshield said, grinning lecherously.

"Pretty princesses, all powerless... All helpless..." Stonewall crooned, licking his lips in a manner that sent a chill down the spines of the two alicorns.

"Get... get back! Stay away from me!" Luna shrieked, terror overtaking her again.

"Pretty pretty," rasped Goldenshield, stalking towards Luna.

"SO pretty..." Stonewall hissed, practically drooling.

Applejack glanced over to the corrupted guards, loyal servants now turned perverted monsters. "Just keeps getting better and better," she muttered, kicking up clouds of dust to try and find Spydier, the stabs and cuts he was inflicting almost instantly being healed by Medic's magic. "You holdin' up back there?"

"My ability to regenerate works in zis body as vell," he said, wincing as the cuts Spydier's knife inflicted on his slowly closed. "I am holding up, but I heal at a slower rate than my Medibeam's patients. Ve need to find a way to defeat Spydier. I could use ze UberCharge, but if I am not sure of vhere our brain-addled associate is, he could kill me before I use it."

"Figure out somethin' soon, Doc," Applejack said, "We just lost the guards, and ah don't know how long the princesses can hold out without magic."

"I'm thinking, I'm thinking..." Medic muttered, screaming as Spydier's knife jammed itself into his flank. Applejack whirled around and bucked in the direction the attack came, feeling her hooves glance off of the side of Spydier's head.

"I will not be stopped! Pour la France! Pour Paris!" Spydier roared, his voice echoing, giving no sign of where he was...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The main cavern..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

FlutterCruel laughed wickedly, flitting about above Rarity, occasionally diving down and slapping her in the head. Rarity was barely managing to protect herself, having summoned several gemstones out of the ground and forming a makeshift shield with them. She dodged and blocked FlutterCruel's attacks, wishing desperately that she could figure out what was going on, wishing that those damn Diamond Dogs hadn't ruined her voice, wishing that the creepy Masky Earth Pony would just go away, wishing she had never come on this stupid quest!

_If __wishes __were __gems,_ Rarity thought bitterly, dodging another diving stomp from FlutterCruel, _I'd __have __enough __to __make __ten __dresses __for __every __mare __and __filly __in __Equestria._

"Aw, what's the matter?" FlutterCruel laughed, "Pretty Rarity can't speak?" .

Rarity grimaced. Discord FlutterCruel had been a jerk, but hadn't been this openly savage. This was something different. Something worse.

"Why don't you put down the shield, Rarity!" FlutterCruel cackled, viciously bucking at the crystal shield. "Then we can play ALL SORTS of fun games! Like Vivisect The Unicorn With Her Own Horn!"

_This __can't __be __happening, _Rarity thought to herself, deflecting another diving stomp from FlutterCruel. She looked over to Heavy, who was laying on the ground, unable to move and breathing heavily, each breath labored and painful. She looked over to Pyro and Luna's two guards, who had their hands full dealing with Masky Earth Pony.

Which meant that she alone had to deal with FlutterCruel.

"Die, die, it's time to die!" FlutterCruel sang, "But not before SUFFERING FIRST!"

Pyro, meanwhile, found herself at something of a loss. She had no hands to try and force the tentacles off of her neck, every time she tried to manifest a flame, Masky Earth Pony slammed her against a wall, Heavy was down, Fluttershy had been turned, Rarity was busy, and the two guards were being choked out as well.

_This__ sucks,_ she thought, her head swimming as the life was slowly choked out of her. She had no leverage, and the only time she was near a wall was when Masky Earth Pony slammed her there. She needed options, and she needed them fast.

Heavy, meanwhile, was struggling with the pain in his chest.

_Pain.__ Why __am__ I__ in __pain?_he thought, taking stock of himself. He didn't have any injuries that he could think of. And yet just moving set agony through his titanic frame, burning white hot. His flank, his back, his shoulders, his neck, they all felt like they were being bathed in acid. Especially in his wings...

_Wait. __Wings? __I'm__ an __Earth __Pony, __I __don't __have __wings..._ Grimacing, each motion a lightning bolt of agony through his body, he turned to look at FlutterCruel as she laughed, viciously attacking Rarity over and over, slowly chipping away at the unicorn's makeshift shield, Rarity's fear and confusion making it difficult to maintain the barrier.

_It __is __little __flutter __pony's__ pain... __I __am __feeling__ Fluttershy's __pain... _The thought sent a chill down his spine. This pain was nearly crippling him. If it was doing this to somepony as huge and powerful as he, then Fluttershy...

"SCREAM! SCREAM IN AGONY AND DIE!" FlutterCruel cackled, sensing Rarity's concentration breaking.

Struggling to his hooves, the slightest movement a lightning bolt of pain throughout his body, he turned to Pyro and the two guards, who were being choked out.

_First__ things__ first, _Heavy thought, _Try__ to__ get__ at__ least__ even__ the__ odds__ a__ little._ He hated thinking like Spy, but he knew trying to get Masky Earth Pony off of Pyro and the guards would be the best course before he could try to get to Fluttershy.

Every step was agony. Every movement was pain. Even the slightest twitch felt like he was being bathed in acid.

Heavy let out a loud bellow as he charged Masky Earth Pony, running at top speed. He slammed into the startled creature full-force, his legs giving out as he collapsed on top of it. The tentacles retracted back into Masky's mask, the grim pony struggling to get out from under Heavy's vast weight.

Pyro and the guards landed roughly, coughing as they tried to clear their throats. The guards immediately upon regaining their ability to stand went to aid Rarity, driving a screaming, furious FlutterCruel away from her just as she was chipping away the last of Rarity's gem shield.

"SHE'S MY PREY!" FlutterCruel bellowed, her hooves bleeding and broken from slamming into Rarity's gem shield so much. "YOU CAN HAVE WHATEVER'S LEFT OF HER AFTER I'M DONE MAKING HER BEG FOR DEATH!"

Rarity just shook her head, sobbing. She was confused, terrified, and had no idea what to do.

Pyro went to help Heavy up, cringing as her slightest touch seemed to bring her teammate pain.

"Get... away!" Heavy snarled, "Have to... do this... on my own!" He began to struggle back to his feet.

Pyro shook her head, impressed by her teammate's vitality. "Dunno how you do it sometimes, big man... I don't how much you're hurtin,' but..."

"Pray you never do," Heavy rumbled, slowly forcing himself upright, "Is almost too much even for me..."

That surprised Pyro. Heavy had always seemed to be a living wall, feeling no physical pain at all. For him to admit that he was having trouble bearing it...

Before either Pyro or Heavy could relax, Masky Earth Pony literally melted into the Earth, coming up in front of the two bat-winged pegasus guards. Tentacles of darkness erupted from its eyes, spearing the two guards in their own eyes, both screaming as the colors drained from their bodies.

Pyro cursed. _Gotta__ contain__ them __before __they __go __evil __on __us... __Spell __spell __spell... _"FIREWALL," she called out, her eyes glowing. Her flames turned blue as cages of fire appeared around the two pegasus guards, Rarity scrambling backwards away from the flaming cages.

Pyro giggled. "I'm getting good at this," she said.

Rarity nodded, giving Pyro a grateful grin.

Grimorum was the first to recover from his corruption. He grinned savagely, and said, "You think you can hold us forever?" He cackled, his eyes pure darkness with a tiny white dot for a pupil. "One break in your concentration, unicorn, and you and your pretty pretty friend belong to us."

"Not if we take out Masky here..." Pyro muttered, turning to Rarity. "You up for a fight?"

Rarity nodded. She was tired of being on the defensive. She was tired of fighting her friend. She wanted out of this terrible place, get her friend back to normal, and to spend an entire day in a bath. Still, though...

"I will deal with little Flutter pony..." Heavy rumbled, wincing with every step.

Pyro frowned. "You sure, big guy?" she said. She wished Engie was here. Engie's Dispensers always made everything better...

Heavy shook his head, grimacing. "I will deal with little Flutter pony..."

Rarity was uncertain. There was still so much she didn't know about these BLU ponies. But the more she thought about it, the more she realized she had no other idea on how to help. And these were trained warriors... "Help her," she rasped, Heavy nodding solemnly.

FlutterCruel, who had been watching the tableau with amusement, sneered. "Awww, and here I thought I'd been forgotten about! Well c'mon, big guy! Catch me if you can! Although judging by the way you're limping there, you look like you can barely stand!"

Heavy glared at her. "Little Flutter pony can tell I am hurting?"

FlutterCruel rolled her eyes. "Look, we're never gonna get anywhere in this relationship if you can't get my name straight. It's 'FlutterCruel.' Or 'Mistress,' if you prefer. Either one works for me," she cackled.

Heavy grunted, taking an agonizing step forward. "Then you must know... That the pain I am feeling... It is your own..."

FlutterCruel flinched. "...What are you talking about?" she asked, looking around nervously.

_What __IS __he__ talking __about?_ Rarity thought. As her focus had been on her dress shop for so long, she hadn't studied more advanced magic.

Pyro smacked her side, bringing her attention back to their other opponent, Masky Earth Pony.

Who was in the process of bulking itself up to Heavy's level.

_Oh __COME __ON! _Rarity wailed inwardly, letting out a rasping squeak of dismay and fighting off the urge to faint.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Brass Fittings and the other construction ponies, all of them at the chosen site for the BLU headquarters (an empty, overgrown field) looked over Engineer's designs with something akin to awe.

"INCREDIBLE!" Brass said, "You've managed to maximize the stability and durability of the building while minimizing the amount of material's used!"

Engineer grinned. "Supplies are at a premium where I come from. Plus, with rockets and gunfire constantly on ya, y'all need a sturdy place to sleep at night. We won't have that problem here, obviously, but ah like to have a sturdy room over m'head nevertheless."

Brass shook her head, grinning. "These innovations could revolutionize how homes are built. Do... Do you mind if we keep using these designs in other projects?"

Engineer nodded. "Just so long as I get proper credit and compensation for m'work, then feel free."

Brass grinned. "You're an angel," she said, "Such a shame you're already taken."

Engineer blushed. "Pyro's meant a lot to me ever since we met. Ah appreciate the sentiment, but ah couldn't leave her now." He left out the fact that he was hoping to go home and getting involved with a native wouldn't help matters.

Brass chuckled. "Anyway," she said, "Let's get to work!"

The other construction ponies began working, Earth ponies digging out a basement while unicorns began mixing the mortar. Engineer and Brass Fittings began discussing the plans once more, Brass Fittings helping Engie's alter Engie's designs where magic needed to replace the regular electrical equipment he would have used in his world.

Midway through, Pinkie Pie came through and borrowed a hammer, six nails, and a roll of duct tape.

Engineer and Brass Fittings stared, not sure what to make of it, and shook their heads, deciding not to think about it for now.

Back in town, Sniper was back on his chosen perch, simply observing everything. Rainbow Dash, having finished practicing her routines, went over to him, perching next to him.

"So what are you up to?" she asked.

"Learning," he said simply.

Rainbow Dash blinked, and looked around, confused. "Learning what?"

Sniper shrugged. "Whatever I can. I'm a hunter. It's best to know your terrain."

Rainbow Dash grinned weakly. "It's not like there's anything to hunt here, y'know... Maybe some berries. Or ponies who you can mooch snacks off of."

Sniper quirked an eyebrow. "Naive," he said, "but I can respect that philosophy. I'm studying the terrain, getting the layout of the land. Learning everyone's habits. You can learn a lot just from standing still once in a while, watching and listening."

Rainbow Dash chuckled. "Not my style. Me, I prefer to learn things on the go, and plow right through my problems."

Sniper shook his head, sighing. "Be careful how fast you go, Dasher. The faster you run, the harder you crash..."

Rainbow Dash grinned challengingly. "And sometimes , the faster you go, the faster you solve your problems."

Sniper rolled his eyes. "Meh. I won't try to change you. Just putting forth an alternate set of ideas."

Rainbow Dash nodded appreciatively. She then hesitated, unsure of how to proceed next."Um... How were you able to much such dead on shots during the fight yesterday? You nailed them all in the head each time... I've never seen anything like that."

Sniper smirked. "And if you and yours had been the targets, you never would have. The key to being a good sniper is patience, calmness, and timing."

Rainbow Dash frowned. "It's gotta be hard, to be that consistent."

Sniper shrugged. "I wouldn't be good at my job if I wasn't consistent. It's part of my own personal philosophy: Be professional. Have standards. Be polite. Be efficient. Have a plan to kill everyone you meet."

Rainbow Dash stared at him incredulously. "That's... really creepy."

Sniper shrugged. "It's practical. Friends are fine, but you gotta be prepared to do what you have to in case of emergency."

Rainbow Dash gave him a worried look. "Have you... thought of ways to kill us?"

Sniper nodded. Rainbow Dash gulped nervously. Sniper sensed her nervousness and smiled. "No worries love. Just because I have a plan doesn't mean I feel the need to use it. Another little philosophy of mine: Better to have and not need than need and not have."

"I guess that makes sense..." she said. She just couldn't understand it. This guy was the opposite of her in every way. So why did she find him so fascinating?

"Listen, maybe I can give you a quick lesson in sniping. We need a cloud..." Sniper said, looking up at the sky. After a moment, he spotted a darker cloud drifting along on the wind. "That'll do," he said, flying up to it, Rainbow Dash flying with him. Sniper thought for a moment and experimentally began shaping one end of the cloud until it looked somewhat like his old sniper rifle, right down to the scope, which he spent the longest time making so he could have some magnification.

Nodding in satisfaction, he began looking through the scope for a target, eventually spotting one in the form of a dangling branch on a dead tree near the Everfree Forest.

Rainbow Dash was incredulous when he told her his target. "You... You're gonna hit that?"

"Righto, Dasher," Sniper said, smirking. "Right on the tip."

Rainbow Dash shook her head. "No. No way, not from this distance," she said, smiling confidently.

Sniper just grinned at her, and looked down the scope. He calmly took aim, measuring his shot, taking his time as he was in no rush. He felt his mind go into what Scout would have called 'the Zone,' his body temperature cooling. He took a deep breath and exhaled, leaving a soft could of steam...

...and fired, brushing a hoof along the side of the 'sniper rifle.'

A lightning bolt streaked from the tip, striking the tip of the slowly wobbling branch and vaporizing it.

Rainbow Dash's jaw dropped to the ground.

Sniper smirked. "Boom. Headshot."

"...That's... That's impossible!" Rainbow Dash said.

"That's skill," Sniper said, smirking. "With my regular gun, I could pop off three, four heads before someone started shooting back. I took my time there simply because the branch was stationary."

"Wow..." Rainbow Dash said softly, impressed despite herself.

Sniper stepped off of the cloud, motioning for Rainbow Dash to take his place. "Wanna give it a try, Dasher?"

Rainbow Dash grinned. "Sure!" She mounted the cloud, Sniper hovering next to her, flapping his wings slowly.

"Line up your shot," he said, showing her how to look through the 'scope' he had created as she aimed at the same branch he had shot earlier. "Take careful aim. Don't rush," he said, "We're not in any kind of a hurry, so..."

Rainbow Dash fired.

The bolt missed completely.

The cyan pegasus blinked, looking up in confusion. "I could have sworn I had it..."

Sniper sighed. "You can't just blow off shots like that. You have to calm your mind, your body... your soul. You have to become as ice." He thought about that for a moment. He was speaking metaphorically, but he actually did feel colder as he was lining up the shot... He shook his head, dismissing it as just the pegasus magic he now had having an effect on him. "Being a Sniper is all about precision. Precision kills. Taking out the enemy Medic the instant he's about to unleash an UberCharge on a charging Heavy. Taking out the enemy Engineer so he can't repair his toys when Spy goes after them... or even before he can set them up. Taking out a Pyro that's getting ready to ambush your mates. Capping an enemy Scout that's running around taking potshots at your mates. Putting a hole in the head of the enemy Soldier that's firing rockets from cover. If you just rush in, popping off shots, all you'll do is alert the enemy to where you are."

Rainbow Dash frowned, considering this. Sniper pointed down to the spot her bolt landed, continuing his lesson. "That shot right there? In the war games, all that would do is draw fire. Rockets, bullets, bombs, all will be coming your way now, forcing you to back off your perch. Plus, the enemy Spy and Pyro would be hunting for you now. You'd have to run, try to find a new place to and start shooting again before the assassin or the fiery lunatic find you."

Rainbow Dash shivered. "How do you deal with that every day?"

Sniper shrugged. "It's all part of the job. Every job has unpleasant aspects. The point is to push through them and do a good job anyway."

Rainbow Dash stared at the branch, a thoughtful expression on her face.

At which point Scout flew by carrying a foreleg-load of broomsticks, chuckling mischievously

"...What the bloody..." Sniper asked.

Rainbow Dash shivered. "He's planning something with Pinkie Pie. I prefer not to think about what it is."

Across town, Soldier was at the school with Cheerilee, talking about the gym class Soldier would be teaching tomorrow.

"...I really don't see what the harm is in doing some basic calisthenics," Soldier said, honestly confused.

"Because these aren't soldiers," Cheerilee groused. "They're young foals that are just starting to learn the ways of the world. MAYBE you can do some of the more basic exercises as warm-ups, but these aren't soldiers like you." Cheerilee sighed in uncharacteristic irritation, pawing at the list of proposed exercises Soldier had given her. "I'm not even sure what half of these exercises are! It's like they were designed for bipeds, not quadrupeds."

Soldier blinked, and looked at his list again. "Damn it, I knew I was forgetting something..."

Cheerilee sighed again. She'd need to visit Berry Punch's winery after today, she just knew it. "And that's another thing. Can you tone back the language? Remember, this is still just a primary school."

"That's no reason to slack back on training!" Soldier rumbled. "There's danger about! And you ponies have to be ready for it!"

Cheerilee felt something throbbing in her head. "Look, maybe this was a mistake..." she said, starting to go back inside. "I could get Principal Winger to recommend something else for you to..."

"Wait!" Soldier said. When he spoke again, his voice was uncharacteristically soft, almost pleading. "Wait, please... I need this job. I need to prove to my teammates, to myself, that I can actually survive out of a battlefield situation. This... This is the first time I've actually been a step ahead of the others, especially Spy. He doesn't even HAVE a job yet... Please, I'll do whatever you want, however you want to do it..." He cursed himself inwardly for showing this moment of weakness. But he couldn't give up now. He had gotten this job all on his own, and he wanted... he NEEDED to keep it.

Cheerilee stared at him for a long moment, and sighed. "...All right, all right. You did handle Diamond Tiara and Silver Spoon teasing the others rather well. I suppose I can give you a chance. But you have to remember that these are foals you are dealing with. Children. You can't treat them like you would military recruits."

Soldier nodded. "Whatever you want. Just show me what to do, and I'll do it," he said.

"Can we borrow some duct tape, three pencils, an avocado, and a chair?" said Pinkie Pie, startling both Soldier and Cheerilee by appearing out of nowhere. Scout landed near her a moment later, he and Pinkie bearing similar eager grins on their faces.

Cheerilee stared at them for a long moment, and said, "...Not the avocado. That's part of my lunch."

The two zipped inside, gathering what they needed, Scout assuring Pinkie that he knew where to get an avocado.

Soldier just stared, looking in the direction they went and back to Cheerilee.

Cheerilee sighed, shaking her head and smiling. "Everyone in town knows better than to try and question the things Pinkie Pie does. They're usually harmless, barring the occasional cooking experiment, and are usually quite funny."

Soldier frowned. "Does Pinkie have a rep as a prankster?" Cheerilee nodded, and Soldier rolled his eyes, groaning. "Great. Just great. And Scout was smiling... That must mean they're teaming up for something."

"Really?" Cheerilee asked, curious.

Soldier nodded. "Last time I saw him that happy is when he teamed up with the RED Scout and rigged every door in both bases with pie-in-the-face gadgets. Both coming and going."

Cheerilee tried and failed miserably to stop herself from laughing. Soldier grumbled. "Took me weeks to get the smell of lemon meringue out of my fatigues..." he muttered.

Demoman, meanwhile, was handling salespony duties at Sugar Cube Corner. "New at Sugar Cube Corner! Try me famous DeGroot family rum cake!" he called out, his jovial, friendly voice attracting many customers. "Only two bits apiece or free with any purchase of ten bits or more! Give a try, lads and lassies, it's dandy stuff!"

His rum cake was proving to be a popular item, the Cakes deciding that they'd keep it on the menu permanently. Demoman, for his part, was enjoying the simplicity of the job and how well his family recipe was going over.

_Heh.__ Me __mum__ would __be __pleased.__ I __already __have __a__ job, __and __am __doing __well __at __it. __Of __course,__ she'd __want __me __te __get __about __a __dozen__ MORE __jobs... __God, __I__ miss __that __bossy __old __bag..._

Demoman pushed the thought aside, focusing on sales. His natural charm and good cheer drew in the customers, making many sales both of his rum cake and of other goods in the shop.

It was then that Twilight Sparkle came into view, trotting casually into the nearby town square, humming "Night on Bald Mountain." Demoman, taking advantage of a brief lull, went to investigate. He frowned when he saw her coloring, which had become a pale gray.

And when she opened her eyes, revealing the dark black pools they had become, he became even more worried.

"Fillies and gentlecolts," Twilight called out, her voice magically enhanced. "If you'd all come to the center of town, please, I have an important announcement."

Demoman scowled. Nothing about this felt right. He stepped out into the square, giving Twilight a cautious look.

"Lass? Are ye feelin' allright?" he asked.

Twilight just grinned. "You'll find out in a moment," she said. She ignored any further attempts to question her.

A few minutes passed, and most of the town gathered in the square, including Soldier, Pinkie Pie, Scout, and Engineer.

"W-What's going on?" Pinkie asked. "What's wrong with Twilight?"

"Dunno, lass," Demoman said, "She's been ignorin' me questions."

Twilight seemed satisfied with the amount of people gathered there, and coughed, pulling their full attention. "Fillies and gentlecolts, I have an announcement to make: Life is not worth living."

To say everypony was taken aback by this statement would be an understatement. "Get ready..." Engineer said, setting down his Gem Sentry and preparing to open it.

Twilight, heedless of the BLU ponies getting ready to fight, continued, saying, "Spike and I have recently been shown the absolute truth by a new friend of ours. Masky Pegasus?"

Everypony looked up, gasping in fright as Spike, aged upward and now double Big Macintosh's size, landed roughly near Twilight, his scales and eyes transformed like Twilight's were. The aforementioned Masky Pegasus landed next, its ghostly mask sending shivers of fear down all but the BLU ponies spines.

Pinkie giggled nervously. "Ha ha... Funny joke, Twilight. Now c'mon, you're scaring everypony..."

Twilight grinned viciously. "My friends, my friends, my dear dear friends. The Sparkle has gone out of my life. And now I, Twilight Tragedy, am going to take the sparkle from all of your lives!" she said. Her horn began to glow. The BLU ponies began to move, but it was far too late. "DESPAIR," Twilight intoned, grayish energy erupting from her horn and engulfing the town. And as the energy washed over them, everypony in its grasp fell into a crippling, hopeless despair. Ponies fell in the street, sobbing and weeping as all hope was drained from their bodies. The BLU ponies managed to last the longest, but could only stagger a few feet forward before being overcome by the despair. Everyone lay there, helpless, the colors draining from their bodies as a sense of utter worthlessness suffused their very souls...

Twilight Tragedy grinned viciously, intensifying the spell. Soon they would be so overcome by despair that their bodies would just shut down...

Sniper, out of range of the despair wave, cursed and took aim. Rainbow Dash knocked him aside. "You can't just shoot her!" she cried.

"I'm not going for the headshot. It looks like she needs to focus to maintain that spell, so I was planning on stunning her," he said, glaring at her.

"You... You don't know that'll work!" Rainbow Dash shouted, confused and frightened. She wanted to rush in, but she knew that she'd just be overcome by the despair wave as well.

"What do you suggest I do, then?" Sniper snapped. "Me mates are down there, and I have to do something to save them!"

The decision was taken out of their hands with a lightning bolt lanced through the town, striking Twilight in the horn. Twilight staggered, the despair spell fizzling out, Masky Pegasus and Spike staring in confusion.

For a brief instant, Twilight's eyes turned back to normal. "What... What's happening... Where..." she stammered, visibly frightened. And then the moment passed, her eyes darkening, Twilight Tragedy taking over again. She looked in the direction of the spell, and saw a blue unicorn pulling a wooden cart. A confident smirk was on her face, her eyes shrouded by the purple, star-speckled, wide-brimmed hat she wore.

"Well well," the unicorn crowed, "It seems the Great and Powerful Trixie arrived for her 'community service' just in time!"

"You?" Twilight Tragedy asked, incredulous. "You, coming to challenge me?"

Trixie smirked confidently. "Do not think that Trixie has been remiss in her own magical training, Twilight whatever you are now," she said. "In between shows, the Great Trixie have been practicing, growing strong enough to EARN her title of Powerful!"

Twilight shook her head, chuckling viciously. "And you really think it'll be enough to beat me?"

Trixie smirked. "Care to try it out? Trixie is having a fantastic day so far. Here Trixie thought coming back to this backwater burg for her community service sentence would be punishment, and here Trixie gets to save the day by beating the tar out of her biggest rival. Care to test your luck?"

"Rival?" Twilight sneered. "To be a rival, you have to be an equal. As it stands, you aren't even a player. Spike, KILL HER!"

Spike roared, and charged, but by that time the BLU ponies had recovered, Demoman and Soldier tackling the young dragon to the ground.

Pinkie jumped in to help, trying to appeal to Spike's better nature. "Spike, c'mon! This isn't right! You aren't like this! You're a GOOD dragon!"

"There's no such thing as good!" Spike roared, viciously tossing them aside. He roared angrily, exhaling a massive gout of flame.

Soldier growled. Engineer help up Pinkie and shook his head, activating his Gem Sentry. "Ah don't think y'all are gonna get through to him that way," he said. "Just stand back and help get everybody out of here."

Pinkie sniffled softly... and then shook her head. "No. I can help!"

Engineer chuckled weakly, looking over at Spike, who was currently fighting off Soldier's attempts to strangle him. "Miss Pie, unless y'all got a cannon somewhere, ah don't think you can help much." He looked around, seeing the Mayor and Cheerilee guiding the efforts at evacuation. "Now, why don't y'all help the Mayor and..."

"No no, I actually do have a cannon!" she said, producing a large pink cannon out of nowhere. She fired it at Spike, covering the startled dragon in party decorations and knocking him into the side of a building.

Soldier, Demoman, and Engineer just stared at Pinkie. Pinkie stared back at them. "What? How else am I supposed to make parties on the go?" she asked, as if it were the most reasonable thing in the world.

Engineer opened his mouth, finding himself unable to speak for the longest time. As Spike roared, pulling himself out of the party decorations, Soldier and Demoman turned their focus back to him, grappling with the dragon. Engineer shook his head. "We'll talk about this later," he muttered, still trying to figure out where she was keeping that cannon. He began firing Gem Sentry, having modified it to shoot smaller, rapid-fire blasts, Pinkie occasionally shooting party supplies to entangle Spike

Meanwhile, Masky Pegasus, upon Trixie's arrival, had took to the air, trying to join the fight. It was immediately shot down by a lightning bolt to the head from Sniper. It staggered dizzily, trying to recover, when Scout powerdove into it.

"Bonk!" Scout cried, slamming into the stunned monster and skidding it along the ground. Scout blew a raspberry at it, Masky Pegasus glaring at him and taking to the air... at which point Rainbow Dash took her turn slamming into it, moving out of the way a moment later as another bolt from Sniper slammed into the twisted pegasus, sending it crashing to the ground.

Sniper floated over on his cloud, regrouping with Rainbow Dash and Scout. Rainbow Dash looked down at Trixie, who had started a magical duel with Twilight Tragedy.

"Never thought I'd be glad to see that loudmouth again," Rainbow Dash said, shaking her head.

"This is messed up," Scout said, "I'm not sure I wanna see where this fanfic goes next."

Rainbow Dash blinked, staring at Scout. "And here I thought Pinkie was the only weird one..."

"It's not down yet, you wankers!" Sniper shouted, firing off another lightning bolt. Masky Pegasus dodged it, tendrils sprouting from its eyes and grabbing Scout and Rainbow Dash in a chokehold. Sniper cursed, and tried to line up another shot, but Masky Pegasus held the struggling Rainbow Dash and Scout in front of it, forcing Sniper to back off.

And then Masky Pegasus started chasing him, forcing Sniper to abandon his cloud, using its two prisoners as bludgeons.

Down below, Trixie and Twilight were dueling, beams of pure magical force shooting from their horns pushing back and forth.

Twilight Tragedy was sweating, her face set in a grimace. "I must admit," she said, "You really have grown stronger."

"The... ngh... Great and... grr... Powerful... agh... Trixie... guh... lives up to her name!" Trixie boasted, desperately struggling not to be pushed back by Twilight's vastly greater power. It was a testament to how much she had grown in magical strength that Twilight Tragedy hadn't killed her immediately.

She couldn't let her win, though. She had seen what Twilight had done on the way into town. She knew EXACTLY how the ponies under the spell had been feeling. And she couldn't let it happen to them...

Now if only she could survive long enough for the other fighters, whomever they were, to help her...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The Smooze cavern..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Applejack and Medic were covered in cuts and stab wounds, Applejack's healing faster that Medic's due to the healing beam trained on her. Spydier was nowhere to be seen, his screaming, almost feral voice filling the cavern as he darted in and out of the reach of the two ponies. Luna was barely managing to fight off the corrupted pegasus guards, the loyal guardsmen turned savage, predator brutes chasing the terrified, powerless princess around the room.

Medic cursed inwardly. "Zis is going novhere," he said.

"Ah'm open to suggestions, sugar cube," Applejack said, lashing another kick to where she thought Spydier was and getting a slash across the leg for her

Medic felt a familiar tingling in his horn. "No choice, zen..." he said, "Prepare for ze UberCharge!"

Applejack nodded, bracing herself. "Ready when y'all are, doc!"

"I WON'T LET YOU!" Spydier screamed, decloaking and diving in, his knife in his mouth.

Medic felt the mental trigger, and released it. Raw power began to flow into Applejack's body, Medic feeling the familiar blue armor start to form around him, his eyes glowing bright red.

But for Applejack, it was different.

The farm pony gasped, feeling a surge of raw magical power. Her body swelled with power, growing taller, more elegant. Her hair started to wave about on its own, growing longer, flowing majestically. A horn grew from her head, and a pair of beautiful wings formed on her back, everyone else in the cavern staring in shock. Her body glowed with orange energy, her eyes radiating golden light. Her Element of Harmony appeared around her neck, Applejack completing her transformation into an alicorn due to the UberCharge.

Spydier, still battle-crazed, dove in again.

"SEE THE TRUTH," Applejack intoned, stomping her hoof once. A wave of pure Truth shot out, slamming into Spydier and the two guards, purging them of their corruption in an instant and sending them tumbling to the ground. Masky Unicorn was taken off-guard by the blast of magic, sent tumbling away from Celestia. It took a few moments for it to recover. And once it did, its eyes widened...

...because staring back at it were the princesses, back at full power and looking righteously PISSED.

Masky Unicorn liked to consider itself a logical being. And logically speaking, it knew it was screwed if it stayed. It vanished, sinking into the shadows.

"Coward," Celestia muttered. The two princesses then turned to Applejack, who was still an alicorn, still radiating power. She smiled benevolently at the two princesses... and with a fizzling pop, turned back to normal.

She giggled, staggering about dizzily. "Ah feel groovy," she said.

Medic stared at her, stunned. "Zat vas new..." he understated.

Applejack giggled. "Whatever it was, it felt great!"

Celestia and Luna traded looks. If Medic himself was surprised...

A trio of groans caught everyone's attention. Medic and Applejack ran over to check on Spy, who was struggling to his feet, coughing. Tears were in his eyes as he slowly pulled himself up right.

"I never want to experience that again," he said softly.

Medic nodded. "You are safe now, mein Freund," he said.

"You gonna be okay there, sugar cube?" Applejack asked.

Spy stared at her, and after a moment, managed to smile. "Eventually," he said.

Celestia and Luna, meanwhile, were helping the guards to their hooves.

"Princess Luna," Stonewall said, his face filled with shame. "Please, forgive our behavior..."

"We... We could not control ourselves..." Goldenshield said, unable to even face the two Sacred Sisters.

Luna smiled weakly. "It's okay, really... I know full well what Smooze corruption can do to you... Let's just get out of here..."

"I agree.." Celestia said, turning to Spy and Medic. "And once we do, I am bringing your demolitionist friend back down here and sealing this cavern off.

"A fine plan, I think," Spy muttered, shivering and stretching his wings, trying to get the feeling of horrible numbness out of them.

And then came a sound, a sound familiar to Medic and Spy. A sound of heavy metal whirring, and of absurdly expensive custom-tooled bullets firing at extremely high velocity.

"What in tarnation is that?" Applejack asked, confused.

"It can't be..." Spy said.

"It is," Medic said, a wide grin coming to his face. "I'd know that sound anywhere! It's Heavy's minigun! It's SASHA!"

The two BLU ponies galloped in the direction of the sound, a confused Applejack, Celestia, Luna, and guardsponies following.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_The main cavern..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Little shy pony..." Heavy said, slowly stepping forward, pain shooting through him with each step. "Please, do not do this..."

FlutterCruel hissed ferally at him. "Get back... Get away from me!" she shrieked.

"This is not you..." Heavy rumbled. "This corruption... It is killing you..."

"It is making me strong!" FlutterCruel almost roared. _HOW__ IS__ HE__ STILL__ MOVING?_ She tried to back away further, only to find that she was now up against a wall.

"No," Heavy said, slowly reaching for her with a foreleg. "This is not you... Little shy pony is good pony, kind to all..."

FlutterCruel whimpered, trying to get away, but Heavy pulled the corrupted pegasus towards him, hugging her tightly. "Little shy pony must stop this... Little shy pony is good pony..." he said softly.

Rarity and Pyro, meanwhile, were doing terribly in their fight. Pyro sent out a massive gout of flames, but Masky Earth Pony just charged right through them, tackling both unicorns and slamming them up against a far wall, stunning them.

Causing the fire cages around the two corrupted guards to disperse.

"Finally," Grimorum hissed, pouncing on Rarity. Battalion jumped on Pyro, licking his lips lasciviously.

_NO! __NO __NO __NO __NO!_ Rarity thought, whimpering and struggling to get out from under the much larger corrupted guard. She tried to blast him in the face with magic, but the moment her horn began to glow, the bat-winged corrupted pegasus slammed her face down hard.

Pyro was having similar luck. "GET OFF OR I BURN IT OFF!" she snarled, Battalion smearing her face on the cave floor.

Masky Earth Pony watched with amusement as the two guards prepared to violate the two mares. But thankfully for Pyro and Rarity, a wave of pure orange light erupted from the tunnel leading to the Smooze chamber. Masky Earth Pony was slammed sideways, unable to maintain its giant form as the corruption was forced from the two guards, who changed back to normal as they slammed into the wall.

Rarity shivered as the wave of energy flowed through her, healing the damage to her throat. "Oh! *cough* Oh, that's much better," she said.

The guards, dizzy from their corruption, found themselves unable to look at the two mares. "We... Please forgive us..." Battalion said. "We would never do that normally..."

Pyro shook herself off, wondering what that energy wave was. Rarity smiled at the two guards, and said, "It's... fine, darlings. I know that your... ungentlemanly behavior was a result of what that monster did to you..." Although she had a sick feeling she'd be uncomfortable around any royal guard for a while now...

"Hey," Pyro said, "You can talk again! And if you're feeling better, and the guards are back to normal, then Heavy and Miss Fluttershy..."

Pyro and Rarity turned excitedly towards their friends, only to be taken aback. Heavy and Fluttershy were both surrounded by a yellow light, floating in midair. Before the shocked eyes of all those in the chamber, the two ponies slowly merged, the light growing blinding.

When the light cleared, Rarity and Pyro stared.

Standing before them was a muscular (if somewhat pot-bellied) human female clad in Heavy's clothes, carrying a massive minigun. The gentle lines of the face, the smooth curves of the body, and the long, flowing pink hair were clearly Fluttershy's. The glittering Element of Kindness necklace around her neck was also Fluttershy's.

But when the figure's eyes opened, the smug expression that crossed it's face was clearly Heavy's.

"YOU!" the fused FlutterHeavy said, pointing one gloved finger at the startled Masky Earth Pony, the voice Fluttershy's but the accent belonging to Heavy. "Yes, YOU! You are DEAD!"

FlutterHeavy hefted the massive gun, taking aim at Masky Earth Pony and revving it up.

Pyro grinned maniacally. "OH my God that sounds sexy," she said, motioning for a stunned Rarity to stay back.

"NOW IS COWARD KILLING TIME!" FlutterHeavy bellowed, opening fire with her massive weapon, the sound echoing like thunder in the cavern as bullets showered Masky Earth Pony at high velocity. Masky Earth Pony let out a horrible screech of agony, flecks of Smooze being chipped off of its body and dissolving, FlutterHeavy trailing casings as she slowly moved forward, cackling in delight.

Masky Earth Pony, fearful for its life for the first time in its memory, teleported away, melting into the shadows.

FlutterHeavy thumped her chest, laughing. "RUN, COWARD! SASHA AND I WILL FIND YOU!"

FlutterHeavy turned, nodding to Pyro and a visibly stunned Rarity.

"COOL!" Pyro giggled. "That was AWESOME!"

Medic and Spy's group came back in the cavern at the same time. They stared in pleased amazement at FlutterHeavy, who nodded to them once before turning back into Fluttershy and Heavy in a burst of light.

The two of them staggered about dizzily, but with smiles on their faces as they recovered from their transformation.

Rarity ran up to Fluttershy, bracing her as she staggered. "Are... Are you all right, Fluttershy?"

"Da!" Fluttershy rumbled, "I am doing just fine, pretty marshmellow pony!" Fluttershy blinked, and shook her head, speaking again in her normal voice, blushing at the incredulous look on the elegant unicorn's face. "I mean... I'm fine, Rarity. Whatever that energy wave was, it completely purged the corruption from me."

"That was AMAZIN,' sugar cube!" Applejack said, bouncing over to them. "I mean, that was just as amazin' as when Medic's Uber-thingy had a different effect on me than it did the princesses and turned me into an alicorn! Ah was all gorgeous and shiny and then ah was like SEE THE TRUTH and then this weird energy wave came out and then swoosh! And then we come out and you got turned into that whatever it was, and you were all like dadadadadadadadadadadada..." She babbled on and on, the words coming out of her in a flood as she bounced around energetically. It was disturbing.

Rarity and Fluttershy stared at her in shock for a moment, before grabbing her and stopping the flood of words. "Applejack!" Rarity shouted. "Applejack, darling, please calm down. You're acting like Pinkie Pie."

Applejack blinked. "Ah am?" she giggled. "Well, maybe. But ah just can't help it! Ah feel GREAT!"

"What did happen, big guy?" Pyro asked.

Heavy shrugged. "I am not sure. When little flutter pony was corrupted, I started feeling pain she was feeling."

"Mon dieu..." Spy said, "If it was anything like what I felt when the corruption was in me..."

Heavy nodded. "Was very bad... But then light come while I try to stop little flutter pony from being evil... We merge... I think I was one controlling... I guess it can be called FlutterHeavy body, because I remember fighting Masky thing with Sasha..."

"As fascinating as this is," Luna said, "Can we discuss this on the way to the surface? I have a strong feeling we need to get back to Ponyville."

Everyone looked at her in confusion. But Celestia knew what she meant. "Our group fought a unicorn. Heavy's group fought an Earth pony. If the rule follows..."

Rarity's eyes widened as she realized where the princesses were going with this. "...Then there must be a Masky Pegasus in Ponyville!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The battle was quickly going south. Even though he wasn't fully grown, the corrupted Spike was proving to be too powerful for Soldier and Demoman. Roaring, he tossed the two Earth ponies away, slamming them into Engineer and Pinkie Pie, upending their weapons.

Spike roared in fury, spewing flames, and turned his attention to the four dazed ponies, a huge gout of flame welling up in his throat...

Unable to remount a cloud and get away long enough to line up a shot, Sniper was quickly outmatched by the much faster Masky Pegasus, who pummeled him with the immobilized Rainbow Dash and Scout, both struggling to get out of the tentacles that held them.

Finally, Sniper was knocked senseless and sent spiraling towards the ground. Masky Pegasus caught him with a third set of tentacles from its eyes. It pulled Sniper's sunglasses away from his face, forcing the eyes of the three pegusi open as it prepared to corrupt them...

Trixie was starting to falter, Twilight Tragedy's greater power beginning to overwhelm her. The blue unicorn valiantly held her ground, but Twilight Tragedy was slowly overwhelming her magical beam with her own, laughing sadistically as she closed in on her rival...

And then the wave of pure, unadulterated Truth erupted from the ground.

Twilight and Spike were both knocked down by the blast, forcibly changing back to normal. The people of Ponyville, in the midst of evacuating were overcome by the truth, several of them realizing they owed people apologies...

Masky Pegasus was sent flying by the blast, dropping its three prisoners, who recovered before they fell down all the way, watching with amusement as Masky Pegasus was sent tumbling to the ground, landing roughly in the town square.

Pinkie recovered quickly, running over to Twilight and helping her up. "Twilight! Twilight, are you okay? Please tell me you're gonna be okay!"

Twilight Sparkle groaned, slowly coming to her senses. She looked around in confusion... before finally remembering what had happened.

"Oh no..." she said softly, tearing up as she looked at the damage the town had suffered. "Oh no no no..."

Masky Pegasus slowly struggled to get to its hooves. Twilight, hearing it, whirled on it, her eyes glowing with rage. "You..." she hissed, her voice echoing.

Masky Pegasus turned towards her. Twilight snarled, grabbing Masky Pegasus roughly by the neck and slamming it up and down over and over again, screaming "What did you do to me? WHAT DID YOU DO TO ME?"

Over and over she slammed Masky Pegasus, the ground cracking with each forceful blow. Black, ichorous blood began to leak from Masky Pegasus's eyes and ears, the monster letting out a strained sound.

"Twilight! Twilight, STOP IT!" Pinkie said, hugging her friend tightly and crying. Twilight gasped, startled out of her rage. She looked around at the gathered townspeople, all staring at her in shock, and began to sob.

"I'm..." she stammered, breaking out of Pinkie's grip. "I'm sorry..." With a whimpering sob, she ran off, running inside the library and slamming the door. Spike, who had just recovered himself and was back to his small and cute size, stared after her, worried.

"I'll go check on her," he said, running into the library after her.

Masky Pegasus decided that enough was enough. Scrambling to its hooves, it quickly took to the air and flew off.

"Oh no you don't!" Rainbow Dash snarled, zipping off after it.

"I'll support her!" Sniper shouted, "You, stay here and help the others!" He then flew off after her.

Scout frowned. He didn't like being left behind, but he wasn't really sure what he could do either without a bat or his scattergun. He landed near Pinkie Pie, who was staring at the library door, unusually quiet, Demoman, Soldier, and Engineer gathered around her.

"Hey Pinks," Scout said, "Is she gonna be okay?"

Pinkie frowned. "...I don't know." She brightened. "But I think I know something that can help."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Over Everfree Forest..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Masky Pegasus was cursing its terrible luck. It needed to be alone or in heavy shadow before it could teleport. And the colorful streak that was, to its horror, slowly closing in wasn't about to give him the chance.

"I've got you now!" Rainbow Dash crowed.

_HoW__ iN __bLaZeS__ cAn __A__ mOrTaL__ mOvE__ tHaT __fAsT?_it thought, trying not to think about what its master would do to it if caught. It turned, yelping, seeing Rainbow Dash almost within grabbing range.

It had to take the risk, had to sacrifice part of itself.

It released some of its own essence, pushing it up its throat, sliding its mask up to reveal its mouth... and spat it.

The purple ichor hit Rainbow Dash in the eyes, the colorfully-maned pegasus screaming in agony as the evil toxin burned at her.

"Dasher!" Sniper yelled, power-diving after her. He caught her just before she landed, the two of them tumbling to a stop by a river. Masky Pegasus shook its head in frustration, and teleported away.

"My eyes! My EYES!" Rainbow Dash screamed, "It BURNS!" She rubbed at her face, shrieking in pain.

"Dasher! DASHER!" Sniper said, pinning her to the ground. She struggled, frightened and in pain. Sniper spoke slowly and calmly. "I can help you. We're near a river. I can wash this goop out. But I need you to calm down and let me work. Okay?"

Rainbow Dash shivered softly, the goo still creating a burning sensation in her eyes. "O-Okay..." she said, unable to think of anything better to do.

Sniper pulled a rag out of his vest pocket, and dipped it into the water, lifting up his hoof to wipe off the shivering Rainbow Dash's face. The clean, pure water seemed to dissolve the goo, Rainbow Dash's face soon perfectly clean of the slime.

"D-Did you get it all off?" Rainbow Dash said. "It still kinda hurts..."

Sniper stared at her as he pocketed the rag again, noticing for the first time that her eyes seemed paler. "...Dasher, the slime's all off."

Rainbow Dash's lower lip began to quiver. "Well... Well take the rag off my face. I still can't see."

_Oh__ BUGGER._ "Dasher... There's nothing on your face..." Sniper said slowly.

Rainbow Dash shivered, shaking her head as the implication sank in. "N-No... No! I... That's not possible! I can't be blind!" Rainbow Dash took to the air, flying back and forth in a panic. "Help me! Help me! HELP ME!"

Sniper scowled, grabbing her by the tail and yanking her back to the ground. "Dasher, calm down!"

"But...!"

"I know," Sniper said, keeping his voice steady and calm. "We'll find a way to fix this. We'll get you back to town and get you to the doc. I saw a hut on our way down, it's not too far from here. If nothing else, we can use that as a marker to get back to town."

_A__ hut...? _Rainbow Dash thought, a smile coming to her face as she realized. "That's got to be Zecora's place! We can get help from her!"

Sniper nodded. "Zecora, eh?"

Rainbow Dash nodded. "She's an herbalist zebra that lives out here. She's helped us out of jams a few times, and does pretty good business with her herbal remedies."

Sniper nodded, standing beside Rainbow Dash and placing a wing on her back. "Beauty," he said. "Let's go find this Zecora sheila."

Rainbow Dash nodded, sniffling, still frightened, but for some reason feeling very calm in Sniper's presence. She let him lead her through the forest, Sniper carefully leading her through the underbrush, coming out behind the hut. A humble shack made out of a tree, with tribal decorations surrounding it.

"Zecora?" Rainbow Dash called out. "It's me, Rainbow Dash! I've got... a bit of a problem..."

There a sound of rustling inside the hut, and a moment later, the door opened, revealing Zecora. The mohawked zebra mare looked outside, a concerned expression on her face.

"Oh my dear Dash, what happened to you? What could have brought down a pony so true?" she said, coming out to examine Rainbow Dash.

"Some monstah pony," Sniper said, "Tagged her in the face with some kinda purple goop. I managed to clean it off. Apparently, clean water dissolves it. But her eyes..."

Zecora's face became frightened at the mention of purple goop. "...You say it was a purple ooze?" she said, a fearful, thoughtful look on her face. "It can't be... but it must be... By Luna's mercy... the SMOOZE!"

Rainbow Dash stiffened. "W-What?"

Sniper frowned, confused. "The Smooze? What's that?"

"I'll explain later, get her inside! I can help her, so please, just abide," Zecora said, going back inside. Sniper shrugged, leading the shivering pegasus inside the hut. He went over to Zecora, who was rapidly mixing powders and liquids together. She quickly mixed up a potion, turning to Rainbow Dash with it and pouring it over her eyes.

Rainbow Dash winced, the potion icy cold on her eyes. But once it had all been poured out, the burning sensation was gone. "It doesn't hurt anymore... but I still can't see."

Zecora sighed. "The medicine takes time to give the cure you dearly seek. I must make more so you can take it twice each and every week."

Rainbow Dash blinked. "Twice a week...? How long will it take?"

Zecora shook her head. "A month a least, and then again perhaps even weeks more. I don't know how badly you were poisoned, so I cannot be completely sure."

Rainbow Dash's sightless eyes widened. She sat down, lowering her head. "A month... I'll be out of action for a month..." She began to chuckle weakly. "Heh... Good thing I have so many sick days saved up at the weather factory, huh?" She laughed, the laughs quickly turning into frantic sobs as she collapsed on Zecora's floor.

Sniper put a hoof on her shoulder. "None of that now," he said. "Zecora's medicine's gonna get your sight back. Right?" He looked to Zecora for confirmation.

"He is correct, this much is true. I wouldn't have used it if it couldn't help you," the zebra said.

"Right," Sniper said, nodding. "This is just a momentary inconvenience, nothing more. You'll get your eyes back, and be right as rain."

Rainbow Dash frowned. "What am I supposed to do then? I can't do my job, I can't practice stunts..." She started to tear up again. "I can't even see where in blazes I'm going. I won't even be able to find my way HOME, I..."

Before she could work herself up into hysterics, Sniper said, "Then I'll be your eyes until you're better." He hesitated a moment, and decided to continue with it. He desperately wanted to be home, but he knew it would take time. And if nothing else, keeping Rainbow Dash from losing herself during this time would be a way of distracting himself from his own problems...

Rainbow Dash stared in the direction she heard his voice. "You'd... You'd do that for me? Why?"

"I'm a professional, Dasher. Professionals have standards, and one of mine is that you make sure your mates are all right," Sniper said, shrugging.

"...But I'm not a member of BLU," she said softly.

Sniper chuckled. "You fought beside us, Dasher. That makes you and your pals as good as me teammates in my book. And I don't abandon me own."

Rainbow Dash managed to smile. "Thank you," she said gratefully.

"A noble sentiment, this much is true," Zecora said, "So forgive me for asking, but... who are you?"

Sniper blinked. "Sorry ma'am," he said, and proceeded to introduce himself, explaining who he was, who his teammates were, and the current situation."

Zecora looked thoughtful for a moment. "This seems so familiar... oh, this is bad..." she muttered, turning to Sniper and asking, "Did you see what Cutie Mark Masky had?"

"A scratchy red circle with an X through it," Sniper said. "Does that mean anything?"

Zecora frowned. "Of this symbol, I may have heard stories evil..." she said. "But first, let's get you two back to Ponyville."

Sniper nodded. "Which brings me to the second favor I have to ask..."

Zecora chuckled, and began preparing a saddlebag. "I realized you needed guidance, before you even spoke. You'll need it to get past the Poison Joak."

Sniper blinked. "'Poison Joak?'"

Rainbow Dash snickered. "Trust me," she said, "You're better off not knowing. Just avoid shiny blue flowers that dingle when they move and you'll be fine."

Sniper shrugged, deciding to go with it. They knew the territory, he didn't. He did want to make a point of learning more about Everfree, though...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_That evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight lay in her bedroom, sobbing. She remembered everything she did while under the influence of Masky Pegasus's corruption. Remembered trying to murder all of Ponyville. Tears streamed steadily down her face. She couldn't face everypony again. Not after what she did...

"Twilight?" said Celestia, coming into her student's room. Twilight jolted, startled, and then began crying again, pulling her blanket over her head.

Celestia sighed, and telekinetically lifted Twilight out of her bed and set her down before her. Twilight whimpered, tears flowing down her face. "Please leave me alone... I'm a MONSTER... What I did..."

Celestia, to Twilight's surprise, hugged her tightly. "Oh my precious little pony... You've been through a terrible experience... But now is not the time to hide yourself away," she said, her voice cracking slightly. Twilight looked up, and to her surprise, saw tears in Celestia's eyes. "Your friends still love you, Twilight, and they are waiting for you outside. They are here for you, Twilight. They are waiting outside... waiting for you."

Twilight shook her head, snuggling in to Celestia and saying, "I... I can't face them... Not now... Not after what I did..."

"What Masky Pegasus did," Celestia said. "You are not to blame, my wonderful little pony. Now come. The party is waiting for you."

Twilight looked up in confusion as Celestia led her outside... only to find nearly everypony in town waiting for her, the entire library covered in decorations, the smell of cakes and candies everywhere. And waiting at the door to her bedroom was Applejack, Pinkie Pie, Rarity, and Fluttershy, all with concerned looks on their faces.

"You okay, sugar cube?" Applejack asked. "We's mighty worried about you."

"After we heard what that awful creature did to you, we immediately volunteered to help with Pinkie Pie's party," Rarity said.

"I was already planning on having one tonight to thank BLU for helping protect us against the monsters, but since you were feeling bad, I adjusted the theme so it was also a 'Twilight Sparkle is awesome!' party!" Pinkie Pie said.

"Twilight," Fluttershy said softly, "A Masky got to me too. I know what happened to you, and you're not to blame for anything you did."

Twilight stared at her friends, a slow smile spreading over her face. She pulled all of them into a hug, and whispered, "I love you all..."

After a moment, Twilight realized someone was missing. "Where... Where's Rainbow Dash?"

"She went chasing after them with that Sniper fellow," the Mayor said, coming up behind the group with Trixie. "She's one of the toughest ponies in Ponyville. I'm sure she'll be fine."

"And as much as I hate to say anything nice about the filthy bushman," Spy said, having come up with Trixie, "He's one of the most dedicated and loyal people I've ever met. He'll bring her back safely."

Twilight, cheered a little by this, decided to ask the question that was on her mind. "Well, that's something I guess... I hope she comes back soon. But... I have to ask: Why are you even here, Trixie?"

Trixie sighed. Celestia gave her an amused look, and said, "Shall I explain, Trixie?"

"No, no," Trixie said, taking a long swig of her drink, "Trixie is more than capable of explaining her presence. You see, after the... 'debacle' with the Ursa Minor, the Wise and Always-Learning Trixie decided to revise her pitch a little while restoring her reputation. Trixie no longer gave specific instances of her great power, nor did she compare herself to anyone, so nopony would be inspired to do something as stupid as what Snips and Snails did ever again. Unfortunately, the Occasionally Wrong and Sometimes Mistaken Trixie miscalculated, and failed to realize that there were ponies that were DUMBER than Snips and Snails out there. For example, the two braindead fanponies that lured an Ursa MAJOR to her Canterlot show, having decided to 'defend' the Thick-Skinned and Unstoppable Trixie from her detractors. You were right, Twilight Sparkle, I didn't want to know what Ursa Majors were like."

Twilight and the others stared at her in shock. Celestia sighed. "Luna and I were able teleport the Ursa away before it did any major damage and before anypony was hurt badly. The two responsible for luring it are in jail awaiting trial. Trixie, while not having any direct responsibility, bears some blame due to the fact that she was seen flirting with the two. She has been assigned community service here in Ponyville for a year."

Twilight blinked. "'Community service?'"

Trixie rolled her eyes, grumbling. "Twilight Sparkle, the Great and Powerful Trixie presents to you your newest employee: herself."

Twilight had to fight back a grin. The thought of bossing someone like Trixie around was mildly pleasing, but she wasn't the type to rub it in. The others, especially Applejack and Rarity, looked to be having a harder time restraining themselves from rubbing it in her face. Twilight did have one more question, though. "...You're taking being back here a lot better than I thought you would..."

Trixie sighed again. "The Great and Powerful Trixie, after some soul-searching, realized that she shouldn't hold a superior talent against you. Rather, she should work to surpass you. Give you fair competition, as it were," she said, sipping her drink. She smiled softly, and added, "And besides. It's hard to be mad at someone who saved the world from Discord."

"Among the many other things we are grateful to you for," the Mayor added, several other nearby ponies chiming in their agreements. Twilight blushed. She still felt ashamed for what happened, but the support she was getting helped ease the pain. She joined in the celebration, Pinkie Pie and Scout acting as DJs for the evening.

Soldier was watching Demoman and Berry Punch get more and more soused, the two Earth ponies hanging off of each other and singing merrily. Ruby Pinch, Berry's daughter, was with Dinky Doo and the Cutie Mark Crusaders, playing a dice game. He shook his head and chuckled at his friend's antics. As he got some more cake for himself, a mauve unicorn with a triple diamond Cutie Mark came up to him.

"Hey," she said, "You're Soldier, right?"

Soldier turned to her and nodded. "I am. What of it?"

The unicorn smiled. "I just wanted to say thank you," she said, "For saving my Mom and my little sister."

Soldier stared at her for a moment before realizing. "...Oh! You're Sparkler! Yes, Derpy told me about you," he said. He smirked, and added, "Well, more like bragged endlessly. An assistant teacher in Canterlot, plus you volunteer in the Big Brothers/Big Sisters program..."

Sparkler blushed, grinning. "Yes, well... I do what I can. And again, I wanted to thank you for saving them."

Soldier nodded. "All in the line of duty, ma'am. Your mother is also kind enough to give me a place to stay until our new headquarters is built."

The two began to converse, Soldier also asking Sparkler about teaching techniques for young foals. Sparkler seemed impressed at his dedication to doing his new job right, and indulged him. Elsewhere in the party, Spy had gone off on his own, resting his forelegs on a balcony and sighing.

Medic noticed this, and came over to him, worried. "...Herr Spy? Vhat is wrong?"

Spy just shook his head. "It is nothing..." he said softly.

Medic came up beside him. "...Ze corruption made you a murderous super-patriot... I asked Fluttershy about vhat happened to her, und she said zat she was forced to relive her worst memories... Spy, vhat happened to you during ze war?"

Spy stared out into the night sky for a moment. "...Can I count on you keeping zis between us?"

Medic nodded. "Da, mein Freund. I do not betray my patients," he said.

Spy chuckled weakly. "Considering how long it was before we even knew Pyro was female, I'm inclined to believe zat... Very well. I will tell you my dark little secret, what zat un dieu a condamné unicorn made me relive... I will tell you how I betrayed my country and lost everything for it..."

Medic realized what he meant almost immediately. "Mein Gott... You were a collaborator with the Nazis..."

Spy nodded. "In exchange for sparing my village and my family from being dragged off to the concentration camps, I agreed to use my talents as a spy to help quell resistance uprisings and give information on ze Allies. I was on ze verge of reporting on ze invasion of Normandy, when I went to check on my mother..." Tears came to his eyes and he recalled this part. "...W-When I found her, I found zat she had been violently raped over and over again until she had died of her injuries, ze town completely occupied by the Nazis and used as a forward supply station... I killed everyone zere, destroying the information I had and letting the invasion occur. I was on ze verge of killing myself, when I heard about Soldier's rampage. In an attempt to atone, I began feeding him information secretly, even cluing him in to where Hitler himself was hiding... Zat is ze shame I carry with me, Medic. Ze shame of ze man who sold his soul... and lost everything in return..."

"Spy..." Medic said softly.

"Please, doctor..." he said, "I am having a hard enough time as it is... Just... give me time... And do not mention zis to Soldier. He must never know about zis..."

Medic hesitated for a moment, and nodded. Spy smiled weakly. "Thank you..." he said. He turned to look out into the night sky again. And then he noticed something closer to the ground.

"Vhat is it?" Medic said, seeing Spy suddenly go on alert.

"It's Rainbow Dash and Sniper... And one ozzer, although I can't see who it is..." Spy said.

Medic blinked. "Zey are valking?"

As they got closer, Spy could see that Sniper was supporting Rainbow Dash. "Damn," he muttered, "Rainbow Dash is hurt!" He leaped off of the balcony, flying down to join the group.

Medic, needing no further prompting, ran back inside, grabbing Nurse Redheart, who had also come to the party, and running out to the arriving group. Twilight, Applejack, Pinkie, Rarity, and Fluttershy followed them, along with the other BLU ponies and the Princesses.

"Dashie! Oh no..."

"Rainbow, what happened?"

"Oh Rainbow darling, what happened to you?"

"Tarnation, what's wrong?"

Rainbow Dash's friends babbled on for a few moments longer before Rainbow Dash held up a hoof to silence them, saying, "Girls, girls, I'll be fine. That Masky thing got lucky and tagged me with some goop that blinded me. We landed near Zecora's, and she's come up with a potion that'll help me get my eyes back if I take it twice a week."

"For how long?" Medic said, his voice stern and business-like.

"A month perhaps, maybe more," Zecora said, "Of that I cannot truly be sure. But this I say is not a guess, this potion has had one-hundred percent success."

Medic frowned, turning to Nurse Redheart. "Do you trust her judgment on this?"

Nurse Redheart nodded confidently. "Zecora's been a Celestia-send ever since she came to Ponyville, her potions helping where Nurse Tenderheart and I can't. I trust her completely on this."

"My eyes were burning really badly even after the goop got cleaned off," Rainbow Dash said. "When Zecora poured her potion on it, it stopped burning."

"A list of ingredients I bring for you," Zecora said, removing a list from her saddlebags and giving it to Nurse Redheart, "To help make potions for her and all of you. Against this threat, you must not lose. I know this slime, it is the Smooze."

Celestia and Luna traded startled looks. "You _know_the Smooze?" Celestia asked, confused.

"In my land, a Smooze river flows free," Zecora said, sighing, "There are those who use it wickedly. Learning to heal the Smooze is part of how I earned my Cutie Mark."

Celestia frowned, trading worried looks with Luna. "I will wish to speak with you later," Celestia said, Zecora nodding.

The others were still voicing their concern about Rainbow Dash. The rainbow-maned pegasus forced a smile, and said, "Girls... Seriously, this is frustrating enough, even if it is just temporary. I really don't need pity right now, okay? And I REALLY don't need to be treated like an invalid."

"Don't worry, sheilas," Sniper said. "I'll keep her safe until she can see on her own again, and make sure she gets Zecora's medicine."

Engineer blinked. "You sure, pardner? This is a big thing y'all are takin' on."

Sniper nodded. "I have my reasons. Besides, these six have fought beside us. That makes them as good as our own, t'me. I don't back down when a teammate needs help."

Spy snorted. "Ze one quality I admire about you," he teased.

"Blow it out your arse, Frenchy," Sniper quipped back.

Spy chuckled. "Eloquent as always," he said. "And as for you, my dear Zecora, we greatly appreciate your aid."

Zecora turned to Spy, and blinked, noticing him for the first time. She blushed, grinning slightly, and said, stammering slightly, "Yes... Well... I do what I must in the end. I will always do my best to give help to a friend."

Sniper noticed the blush in the zebra's face and groaned softly, rolling his eyes.

"What?" Rainbow Dash asked, worried.

"Nothing. Just mildly annoyed: Spy's already charmed Zecora without even trying."

Rainbow Dash managed to snicker. She turned to the others, and said, "Look, I know this is bad, but this is me we're talking about. I'll get through it, and come out at LEAST 20% more awesome."

The others seemed to buy that, smiles coming back to their faces._Well,__THEY __bought __it,_ she thought, _Maybe __if__ I__ keep__ telling __myself__ that,__ I'll __believe __it __too..._

Sniper guided Rainbow Dash inside, several of the BLU ponies and Dash's friends following. Princess Celestia stayed outside, along with Engineer and Medic.

"Princess," Medic said, "I am going to need every bit of detail you can give me on ze Smooze. If I am going to have to potentially treat injuries like Rainbow Dash's, I am going to need every bit of knowledge you can spare."

"Some should be in Twilight's library." Celestia said. "I will send a list via Spike. If you can't find any there, let me know and I will have it sent immediately."

Engineer hesitated a moment, and asked, "Princess... Do y'all think that the reason we were brought to this world might be because of the Smooze?"

Celestia smiled weakly. "I don't know... All I know, my brave little ponies, is that I am very grateful to have you here. And one way or another, I will make sure that you get to go home."

Engineer smiled weakly, starting to head back inside. "Thank y'kindly, your Majesty... 'Cause right now I have no idea how to even begin lookin' for a way."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_In the kitchen..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Pinkie Pie had seemed all right at first. But after Scootaloo began panicking at what happened to Rainbow Dash and swearing 'Righteous Revenge(tm)' on the one who hurt her hero, she had to excuse herself. She stood alone in Twilight's kitchen, her mane and tail drooping, her colors muted as she sobbed helplessly.

She had no idea how to fix this. She couldn't give Dashie her eyes back with a party. She wasn't a fighter like Applejack. She didn't have Fluttershy's way with animals, or even magic like Rarity and Twilight. She was just Pinkie...

...and at times like this, she felt even less than that. Like Pinkamena.

Sniffling, she leaned her forelegs on the counter. She noticed a sharp carving knife on the counter, used for chopping up vegetables. She spun it idly with one hoof, the moonlight glinting off of it.

_Damn__ that __Masky, _Pinkie thought. _It had brainwashed Twilight, making her all saddy sad. It took Rainbow's EYES.  
><em>

_Damn__ that__ horrible__ fucking __thing,_Pinkie thought, a cold fury taking root in her heart.

She spun the knife again. _I'll __kill __it, _she thought. _I'll __make __it __hurt._

A cold, predatory grin came over her face as she spun the knife once more. _I'll __make __it __SCREAM__ for __what __it __did __to __Twilight__ and __Dashie... __Heheh.__ I'll __make__ Masky __Cupca..._

A memory of a dream came over her, a memory of a grinning madwoman torturing a helpless rainbow-maned pegasus, and Pinkie Pie ran for the nearby trashcan, vomiting into it.

_What __in __blazes __was __I__ even __thinking?_ she thought, her coloring returning slightly to normal, her hair poofing back up slightly. _I'm__ not__ like__ that...__ Not__ at__ all...__ Am __I?_

Scout came in, Gummy perched on his hat. He came up to her, smiling, Gummy hopping over onto Pinkie's back. He rested his forelegs on the counter, looked at Pinkie for a long moment, and asked, "Y'know what I think we should do if we ever see that chucklenuts Masky thing again?"

Pinkie Pie shook her head.

Scout grinned. "Put hot sauce down its pants."

Pinkie Pie blinked in confusion. "But it doesn't wear any pants..."

Scout rolled his eyes in exasperation. "Then we'll PUT pants on the damn thing and THEN put hot sauce down them! Geez, work with me here! You of all people trying to bring in logic..." he said, shaking his head.

Pinkie snickered, and began to laugh happily, her hair poofing back to normal, her coloring returning completely.

Scout nodded, satisfied. "That's the ticket," he said, "Always laugh at whatever's botherin' ya."

Pinkie nodded, smiling gratefully and nuzzling Scout. "Yeah. I forgot that for a second..."

Scout sighed, looking out at the moonlight. "That's the job for folks like us, y'know? We keep the mooks smilin,' lettin' the bums know they can't take themselves or anything else too seriously. 'Cause if they start mopin' about everything, then they start losin' everything."

Pinkie went wide-eyed. She had never really thought of it like that before.

Scout sighed, continuing. "I mean, look at us! We lived in a constant war zone fighting endless war games against opponents who looked so much like us, we weren't sure if they were the clones or we were. Everyone was mopin' about it for a while, until I came up with this theory that is almost as awesome as I am. You wanna hear it?"

Pinkie nodded. "Sure!"

Scout grinned. "Y'see, the way I figure it, it's like this. If we're the originals, then nothin' beats the real thing. If we are the clones, then congrats are in order to the scientists who made us, 'cause they improved on perfection. If both us and RED are clones, then we're obviously the superior models."

Pinkie giggled. "That's neat."

"Yeah, you wouldn't believe how quickly that perked everybody up," Scout said. "And that's the key, see? Sometimes you gotta be subtle about it. Make 'em laugh with or at you, it all works out the same in the end. Me, I'm better at gettin' folks to laugh at me. You seem like the type to do the other."

Pinkie blushed. "Well, I try," she said.

Scout chuckled. "C'mon, Pinks. Let's go make 'em laugh."

Pinkie nodded. "Okie dokie lokie!" she said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_In the party..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Quite the excitement," Derpy said, smiling as she came up to Soldier, offering a fresh muffin.

Soldier grunted, thanking Derpy for the muffin and setting it down on the table to eat. "I know... The sad part is? I'm not entirely unfamiliar with this."

Derpy blinked. "Oh really?" she asked, honestly curious.

Soldier nodded. "One Halloween," he said, "we were attacked by this pumpkin-headed ghost with a giant axe... Let's just say I was VERY glad we had the Respawn once that decapitation happy nutjob showed up."

"Oh wow..." Derpy said, shaking her head.

"Yep. And the year after that, this wizard I lived with attacked us with Demoman's eye turned into a monster. It got possessed by an evil book years ago, and became this giant monster called Monoculus... Creepy thing," Soldier muttered.

"Sounds like you've lived the proverbial interesting life," Derpy said, nuzzling Soldier affectionately. "Just one quick question... What's Halloween?"

Soldier blinked, and said, "Ah... yeah, forgot we weren't in our world. Halloween is this holiday where you dress in costumes, try to scare people... you can also take kids around in costumes to get them candy..."

Derpy blinked, and grinned, finally understanding. "Oh, okay! So it's like our Nightmare Night!"

Soldier went wide-eyed for a moment and grinned. "Really? They're similar? Heh, maybe I can recreate my robot costume again..."

Over at another table, Medic and Twilight were discussing metaphysics.

"Wait, wait, wait... You're telling me ghosts actually DO EXIST!" she asked, incredulous. She ignored Spike's smug declaration of "Told ya so."

Medic nodded. "Ja, it's true. All living things, human, pony, or ozzervise, possess an invisible bioelectric aura of sorts. Ze aura does not fade avay on death, but merely transfers to vun of two larger, more universal auras upon death, vhich I have tentatively dubbed Heaven and Hell. Sometimes, ze aura maintains ze will of ze person it vas attached to in life, generating a substance called ectoplasm, and manifest as a ghost."

Twilight Sparkle stared at Medic thoughtfully, stroking her chin with a hoof. "That's... the most reasonably scientific way I've ever heard of explaining supernatural phenomenon..."

Medic grinned. "Zere's even evidence of Pinkie Pie's 'Giggle at the Ghosties' technique zat you mentioned being successful against real specters. Let me tell out about ze time we fought ze Horseless Headless Horsemann..."

In another part of the party, Rainbow Dash had finally gotten Scootaloo to calm down and go play with the other Crusaders. She sat in one corner, calmly listening to the music.

It was.. a unique experience.

Sniper came up to her with a couple fudge bars that Bon Bon had brought. "Brought some fudge. You doin' okay, Dasher?"

Rainbow Dash nodded, sniffing out the fudge and eating one of the bars. "Yeah... It's kinda weird. I mean, I've listened to music before, but now it's like... like I'm feeling it..." she said, a thoughtful expression on her face.

Sniper looked at her thoughtfully, ideas starting to form...

Elsewhere, Spy had gone over to Zecora, who had been talking to Nurse Redheart. He smiled, and said, "I wanted to thank you again for helping to bring Sniper and Rainbow Dash back. Lord knows zat bushman is helpless without tour guide."

Zecora found herself blushing again, Spy making an amused note of it. "H-He seemed like quite the tracker to me," she said, stammering a little and cursing herself for it, "He was merely dealing in unfamiliarity." _Agh,__ what's __wrong__ with__ you?_ Zecora thought. _You're __acting__ like __a__ silly__ filly!__ Just__ because__ he's __a__ handsome __stallion... _She blushed even harder.

Spy grinned. He loved getting this reaction out of women. And for reasons he couldn't explain, he was strongly interested in the herbalist zebra. "I would like to get to know you better," he said, "If you'd let me..."

Applejack shook his head as he watched Spy start to flirt with Zecora. He found Demoman by himself, Berry Punch having gone off to stop Ruby Pinch from trying to climb a bookshelf to get a book she wanted. He was mixing ice cream and Scrumpy in a cup, making himself a float.

"That Spah feller's slicker than a greased pig," she said.

Demoman looked at Spy and laughed. "Aye, he's always been one for a pretty face," he said. "Dinnae worry, lass. If he's interested without bein' provoked, then he's interested for real. He will nae break her heart."

Applejack huffed. "He better not..."

Demoman looked at her curiously. "Somethin' wrong, lassie?" he asked.

Applejack sighed. "Sorry. Ah's just... Ah guess I'm sorta overprotective of what ah've got left. After ah lost mah folks, ah ran off... Apple Bloom was still just a newborn... Took seein' a Sonic Rainboom t'help me realize that home was where ah belonged. Ah swore never to run away again and never let anyone come t'hurt again, friend or family..."

Demoman frowned. "A big job, lass..."

Applejack chuckled weakly. "Yeah... Ah got a habit o'takin' on more'n ah can handle... Cain't help it, though."

Demoman chuckled, nudging his Scrumpy ice cream float over to her. "I think ye need this more than I do, lass," he said. Applejack blushed, and accepted the gift. It was quite good, and had a hint of apple to the taste of it.

Demoman sighed. "Yuir a good lass, Applejack. But ye need to realize that ye cannae do it alone. I can do a lot of damage with me bombs, but without me teammates, I'm nothin' more than fodder on a battlefield. Ye friends are important, lass."

"Old habits," Applejack said, "are hard t'break sometimes." She smiled, and said, "But ah'm learnin.' And ah wouldn't trade the friends ah got for anythin' in the world."

Demoman grinned. "That's the spirit, lass!"

Elsewhere, Engineer was tinkering with Gem Sentry, repairing the damage. Rarity wandered over to him, curious.

"So this is the result of my gem supplies being used," she said, looking over the device.

Engineer smiled, and nodded to her. "And ah'm mighty grateful for it. Ah'm gonna repay you, Miss Rarity."

Rarity smiled. _Ah,__ a__ true__ gentlecolt._"Please, just Rarity will do," she said. She looked at Gem Sentry, impressed despite herself. "This is quite the elegant device," she said.

Engineer chuckled. "Completely unintentional, ah assure you, but ah appreciate it nevertheless. Ah've always tried for practicality in mah designs rather than looks," he said.

"You have more style than you think, Engineer darling," Rarity said. "I managed to talk that construction pony, Brass Fittings, into showing me the designs you gave her. Such smooth grace, such refined appearance... One would think you had a degree in design!"

Engineer blushed. "Aw, shucks. That's mighty kind o'you to say," he said. He looked over to Rainbow Dash and said, "You think yer friend's gonna be okay?"

Rarity looked over to Rainbow Dash and sighed. "I truly don't know... She's the strongest pony I know, but this sort of thing has never happened to her before..."

Engineer frowned, and sighed. "Well, if nothin' else, Sniper can be counted on to help her through this."

"Are you sure?" Rarity asked.

Engineer nodded. "Sniper's one of the most reliable people ah've ever met. He NEVER breaks his word, once given," he said. He sighed, and added, "Meantime, I gotta figure out a way to keep morale up while workin' out a way to get us home, AND workin' out a way to help stop whatever's comin' with all this Smooze nonsense so we can leave with a clear conscience."

Rarity chuckled weakly. "Sounds like you have a lot of obligations," she said. "It'll take a lot of work to fulfill them..."

Engineer just smiled. "Helpin' folks ain't work, Rarity. It's an honor and a pleasure. Whether it's helpin' rebuild somethin' that got broke, or keepin' a Dispenser going so mah teammates don't run outta ammunition, ah like helpin' folks."

Rarity grinned._ A__ sentiment__ I __fully __agree __with._

Pyro, near the food bar, watched with amusement as Fluttershy walked off with a plate full of sandwiches. "I just have this strange craving for sandwiches," the pegasus said. Pyro giggled, wandering around the party for a bit, before spotting Trixie as she was performing some card tricks for a trio of ponies with flower Cutie Marks that looked to be the easily impressed types.

"Hey TrixieTrix!" Pyro said, startling her out of a rather dazzling maneuver. To her credit, however, she recovered quickly, impressing the three flower ponies even more.

"Ah, you would be one of the BLU ponies the Great and Powerful Trixie was told about," Trixie said.

Pyro giggled. "Yepyep! I'm Pyro, it's a pleasure to meet you!"

_Pyro,__ eh? __Means__ she's__ a __flame__ user... __Maybe__ I __could __use __her __in __my __act. _"The Curious and Wondering Trixie would be interested in seeing your talents, Pyro."

Pyro smirked at her. "How many titles have you given yourself?" she asked.

"Six-hundred at last count," Trixie said without missing a beat, "Now, about that demonstration..."

Pyro shook her head. "Sorry. Engie told me not to without permission," she said.

Trixie rolled her eyes. "Oh come now. An obviously strong, independent mare like yourself, taking orders from a chubby nerd like..."

A swirl of blue flame erupted from Pyro's horn, swirling around Trixie's face, missing burning her mane and muzzle by millimeters, vanishing as it came back around at touched Pyro's horn.

"Do not. Insult. Engie," Pyro said softly, a savage grin on her face. "I forgive only once."

"Duly noted," Trixie said, unable to keep the fearful squeak out of her voice. She briefly noted that the flower ponies had retreated, and coughed, forcing herself to stop shaking. The display had been quite impressive. "You'll have to forgive Trixie," she said, "She sometimes believes her own press and lets it go to her head. I would like to get to know you better. That was an impressive display..."

Pyro, immediately reverting to cheerful and friendly again, nodded. "Okay!"

Celestia looked over the celebration with Luna, a smile on her face. As they watched, Pip came up to Luna, grinning widely, but still somewhat hesitant.

Luna sighed, knowing what he wanted, and decided to play along. "Do not fear, Littlepip. For the threat of Nightmare Moon only comes on Nightmare Night," she said, grinning wickedly. "But the time is fast approaching. So you'd best be prepared with your offerings. Especially those little chocolate bars with the strawberry filling."

Luna gentley ruffled Pip's mane. The colt giggled, nuzzling her happily, and ran off to join his friends. Luna looked up at Celestia, who had a benevolent smile on her face. Luna blushed, and said, "What? Those strawberry-filled chocolate bars are good!"

Celestia chuckled happily, nuzzling her sister. She turned to look at the party... and gasped, seeing the slender pony standing amidst the foals as they played, unseeing of the monster among them.

"GET AWAY!" Celestia shrieked, lunging down into the group of foals. Her hair fluttered in her face as she landed. She brushed it away quickly and...

...the slender pony was gone.

Celestia looked around frantically, trying to figure out how the slender pony could have disappeared in the short time it took her to lunge to the floor. The other ponies looked at her with concern and fear, Celestia shivering softly, breathing heavily.

"I think... I should go back to Canterlot..." Celestia said hesitatingly, still looking around. "It's been a long day, and I am quite tired..."

"...Are you sure?" Luna said.

Celestia sat down, frowning. "Yes... I need time to think of things..." she said, turning to smile at Luna. "You can handle things here, right?"

Luna nodded slowly, worried for her sister. Twilight came up beside her, concerned for her mentor.

Celestia smiled and hugged them both. "I hope you'll forgive me," she said. "But I have to go." The Princess of the Sun strode out of the room, towards her waiting chariot. The pegasus guards took to the air, and to Celestia's relief, the party music started up again. As they headed back to the mountainside city, Celestia had her guards make a different turn. She had them take her directly to the top of the mountain.

Ordering them to wait there, she cast a spell that revealed a hidden doorway. She walked through the doorway, descending down the stairs for two hours straight, disabling and re-enabling traps as she walked. When she finally came to the end of the stairway, she stood before a vault. She hesitated a long moment, and took a deep breath. She calmed her heart, thinking of a metronome, and cast the spell to open the door. She walked in, keeping a perfect, orderly rhythm, heading to the vault's soul occupant.

The statue of Discord.

_Well__ well, __Celestia!_ Discord taunted, unable to move but still able to talk to anyone close enough. _So__ nice __of __you __to __drop __by! __I __knew__ you'd__ miss __me__ sooner __or __later._

_ Calm__ your __heart. _Celestia asserted. _Make__ your __mind__ a __metronome._ "Cut the small talk," Celestia said, "I'm here to ask you a question."

_Ask__ away,_Discord said amiably. _I__ get__ so__ little__ stimulation__ down__ here._

"Are you responsible for the appearance of the Masky ponies? Are you responsible for the appearance of the faceless white pony?" she demanded.

_...Faceless__ white __pony, __you __say? _Discord said. The statue was frozen in a position of horror, but Celestia couldn't help but feel that Discord was smiling. _...Did__ the__ faceless__ pony__ have__ a__ Cutie__ Mark__ in__ the __form__ of__ a__ scratchy__ red__ circle__ with__ an__ X__ through __it?_

"...Yes," Celestia said, trying as best she could to keep her heart steady. "Are you responsible?"

_Oh, __I __only __wish! _Discord said, laughing wildly. _Oh, __this __is __priceless! __And __let __me __guess: __Only __you __can __see __the __faceless __white __pony, __and __you __only __started __seeing __it __after __someone __close __to __you __had __a__ nightmare __about __it!_

Celestia's eyes widened. "How did you..."

_I __know __because __I __know __this __creature. __He __is __older __than __even __I, __and__ just __as __delightfully __sadistic! __A__ bit __subtle __for __my __taste, __but __then __again, __some __of __the__ best __meals __are __slow __simmered. __Oh, __what __fun! __And__ he's __targeted __YOU __now! _Discord crowed.

"Why me?" Celestia demanded. "What does he want from me?"

_Your __suffering, __my __little __pony. __He __wants__ you __to __suffer. __He __will __bring __you __waking __nightmares __without __end, __until __there's__ nothing __left __of __you __but __a __quivering __wreckage! __Yes, __I __know__ this __creature. __I__ know __what __he __is. __I __even__ know __his __name. __But __because __I'm__ such __a__ fink, __I'm __not __gonna __tell __you! _Discord taunted, laughing uproariously.

"Damn you!" Celestia snarled.

_Oh, __how __I__ wish __I__ could __see __your __face __when__ he __finally __drives__ you__ insane! _Discord laughed. _But__ no, __I __think__ I __will __wait __for __the __inevitable._

Celestia felt something in her head fraying. "The inevitable WHAT?" she demanded.

_You'll__ find__ out, _Discord said._ Sweet__ dreams,__ my__ little __pony._

Celestia, fuming, left the chamber, going through the same process of disarming and rearming traps as she ascended the stairs. And all the while, the echoing laughter of Discord followed her...

_**TO BE CONTINUED**_


	5. A Blank Story Part 1

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 5: A Blank Story – Part 1**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts the day after the events of the previous chapter._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Morning..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Demoman woke to the smell of sweet treats being made. He grinned, and tossed the covers off of his bed. Stretching and yawning, he trotted down the stairs, finding the Cakes and Pinkie Pie busily at work, some tarts set out on a breakfast platter, Pound Cake and Pumpkin Cake playing nearby. Mrs. Cake noticed him and smiled.

"Ah! Good morning!" she said. "We would have woken you sooner, but after that battle yesterday and then one of Pinkie's famous parties, we figured you could use the rest."

"Aye, thanks ma'am. I have te say that the wonderful smells comin' from this kitchen are much better than any alarm clock," Demoman said, helping himself to some tarts. Pumpkin and Pound, who met Demoman last night at the party, came up to him and nuzzled him. "And good mornin' te you, ye wee bairnes," Demoman said amiably.

Pinkie giggled, bouncing around the room as she frosted a giant cake. The Cakes traded warm smiles, Mr. Cake going up to Demoman and giving him a saddlebag with money in it. "If you don't mind," he said, "We'd like you to go pick up an order at Sweet Apple Acres. Applebuck Season's started and we put in an order for some of their stock. We'd send Pinkie, but we kinda need it quickly, and on jobs that don't involve taking care of our kids, she has a bit of a 'focus' problem."

"Hey!" Pinkie Pie protested. "I don't have a 'focus' proble..."

"Oh look, it's Lyra," Mrs. Cake said without turning to look out the window.

"Hi Lyra! Didja like the party last night?" Pinkie said, immediately forgetting what she was doing to go outside and look for the unicorn... who wasn't even there.

The Cakes just smiled warmly as Pinkie Pie came trotting back in, grinning sheepishly. The two Cake children giggled and offered her a tart. Demoman chuckled, tossing the saddlebag on his back. "Dinnae worry, Mrs. Cake. I'll bring the order back with all due haste."

Demoman casually trotted out the door, heading out into town. He greeted people, the friendly blue-furred pony chatting amiably with the townsfolk. Demoman greeted Berry Punch as he passed her store, heading out to the farmlands where Sweet Apple Acres was.

On his way there, though, he encountered a gray-coated Earth pony with a triple layer cake as his Cutie Mark wandering around with a map in his mouth, occasionally setting it down and looking at it in confusion. He frowned, and looked up at Demoman as he passed.

"Excuse me," he said, "Could you help me find Ponyville, please?"

Demoman gestured behind him. "You've actually made it, lad. Just a little further ahead, and yuir gonna be there."

The gray Earth pony blinked, and grinned widely. "Nice! Thank you, I knew I was close."

Demoman nodded. "Pleasure te help, laddie. I'm Demoman," he said.

The gray pony grinned. "Name's Gray Hoof, premiere party pony of Sunnytown."

Demoman chuckled. "Party pony, eh? Then ye may want to talk to a lass named Pinkie Pie. She's Ponyville's party planner."

"Ah, a kindred spirit," Gray Hoof said, trotting into town. "Thanks again."

_What a pleasant laddie, _Demoman thought as he trotted off to Sweet Apple Acres. As he did, though, he paused, turning back to look at Gray Hoof's retreating form. A vague uneasiness passed through him, but he quickly shook it off, and said, "Och, look at ye. Yuir lettin' every little thing get to ye." He trotted on to Sweet Apple Acres, humming to himself.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Cloudsdale…_

_Weather factory…_

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Sniper and Scout, Rainbow Dash trailing behind, landed in the factory, setting down easily on the clouds. Scout frowned at Rainbow Dash, who still seemed depressed about her blindness. A concerned-looking pegasus stallion with a snowflake Cutie Mark came up to them, startled when he saw Rainbow Dash's pale eyes.

"Dash?" he asked. "What's wrong? What's with your eyes?"

Rainbow Dash cringed. "Hey boss…" she said, "Yeah, I got tagged by…" She hesitated, wondering if she should bring up the Smooze.

Fortunately, Scout picked up on why she was hesitating and said, "Chemical accident. Some goofball unicorns from Canterlot was doing stupid 'science for da sake of science' experiments in Everfree. Dash went in to try and rescue them and in the process took a blast to the face."

Sniper nodded, catching on and adding to the lie. "We took her to a doc we know, said she's gonna be fine in a few weeks."

Rainbow Dash sighed, grateful for their help. "Yeah… I'm actually gonna have to take some vacation time," she said.

The boss shook his head. He waved a forehoof in front of her face, her pale, blind eyes not following it. He shook his head again, frowning. "Celestia knows you've earned it. You've got a couple months worth of paid leave saved up, you just come back when you're ready," he said, smiling benevolently.

Rainbow Dash smiled. "Thanks, Snowstorm" she said, "I…"

"What's this what's this?" said an obnoxious voice. Rainbow Dash groaned. Sniper and Scout looked in the direction of the voice, spying a trio of pegasi in work coats trotting over. Scout sneered at them, all obvious jocks, the leader of the group a brownish-gray pony with a barbell Cutie Mark.

The barbell-marked pegasus chuckled. "Old Dashie's finally skipping work? I knew you couldn't keep up the façade of being so perfect for long," he said, pronouncing façade as 'fakade,' his minions chuckling along with him.

Rainbow Dash snorted, not looking in his direction. "Lay off, Brickhouse," she said, "I really don't want to deal with you right now."

Brickhouse sneered. "S'matter Rainbow CRASH? Too scared to admit that you're just faking it for sympathy? Just like you FAKED both of your Sonic Rainbooms?"

Rainbow Dash snarled, turning towards him. "All right you little bastard," she snapped, "Here's your one and only chance for a fair fight! C'MON!" She pawed at the clouds below her with her hooves, snorting angrily.

Brickhouse just sneered. His two minions, Hoops and Q-Back, hesitated, seeing Rainbow Dash's eyes for the first time and noticing that she wasn't looking directly at them. "Um… Boss?" Hoops said, "Maybe she isn't faking it…"

Brickhouse scoffed. "Oh, come on, Hoops! It's Rainbow Crash we're talking about here! She faked that first Sonic Rainboom, probably with the help of that dyke griffon she was fillyfooling around with, and then got her unicorn friend to fake the second one! Only alicorns can do a Rainboom!"

Rainbow Dash snarled, and moved to attack, but Scout, thinking quickly, held her back, whispering into her ear. The cyan pegasus frowned, confused, but nodded, letting Scout do as he wish. Scout, once Rainbow Dash was calmed down, calmly trotted forward. Brickhouse frowned, and stepped back from this new pegasus.

"Now… Brickhouse, was it?" Scout said, smiling the fake-friendly smile of a used car salesman.

"Yeah…" he said.

"Name's Scout, my gruff compatriot is Sniper. It's a pleasure to meet you," he said.

Brickhouse snorted. "Like I care," he snapped.

"You will after this," Scout muttered, before saying, "Now, you believe that Rainbow Dash is faking her blindness. Keerect?"

Brickhouse nodded. "She's an attention whore, that's all she is."

"Despite evidence to the contrawise," Scout continued.

Brickhouse frowned. "She's faking it," he insisted.

"And yet, you're willing to fight her anyway," Scout said. Sniper snickered, suddenly realizing where Scout was going with this.

"What the hay is he doing?" Rainbow Dash said.

"You'll see," Sniper said.

"Of course I am," Brickhouse snapped.

Scout grinned viciously, took a deep breath, and screamed at the top of his lungs. "BRICKHOUSE LIKES TO BEAT UP BLIND PEOPLE!"

Brickhouse's eyes widened. He looked around frantically, Hoops and Q-Back discreetly backing away from him. Other pegasi began looking over towards Brickhouse, who shook his head frantically. "No, no wait…"

"It's TRUE!" Scout yelled, his loud, obnoxious voice drowning out Brickhouse's stammering protests. "This poor, helpless filly, thankfully only temporarily blinded during an act of heroism, has just been challenged to a fight by this TERRIBLE, CRUEL stallion who's only thought is to exploit her while she is disadvantaged!"

"Oh geez…" Rainbow Dash said, shaking her head in a mix of disgust and amusement.

"He's good," Snowstorm said, debating on the merits of actually intervening. He really should, but Brickhouse had been trouble for a long time, and challenging a blind mare, even if it was Rainbow Dash, was just over the line.

Other pegasi began yelling at Brickhouse, calling him out on his cruelty. Brickhouse's ears lay back against his head in fright as he looked around at the pegasi starting to gather in Rainbow Dash's defense. He glared at Rainbow Dash and Scout, and said, "I'll get you both for this. I swear I AGH!"

Brickhouse screamed as a shard of frozen hail, kicked out of a nearby cloud by Sniper, embedded itself into his shoulder. Wincing, he yanked the shard out and dropped it, looking over at Sniper.

A breath of frozen mist came from Sniper's mouth as he said, "That one was a warning shot. Next one goes into your eye."

Brickhouse stared at Sniper through the mirrored shades he wore. Stared at the pure icy coldness in his eyes. And saw that he wasn't kidding. One wrong move and Sniper would make him a cyclops.

Brickhouse glared at him. "This isn't over…" he muttered.

Snowstorm snorted. "Yes, Brickhouse, it is. You're fired."

"WHAT!" he shouted.

"You've been trouble for far too long," Snowstorm said. "You've bullied people, flouted your family's money, and picked fights with Rainbow Dash simply because you're too egotistical to admit that she or any other mare is better than you in every way."

"She's certainly better looking," Sniper muttered, Rainbow Dash blushing a little.

"And smelling," Scout added, waving a hoof in front of his muzzle.

Brickhouse was fuming. "You can't do this," he snarled, "My family…"

"…No longer owns the factory. It took me a while, but I finally saved up enough to buy the factory from them, which means I am now the absolute boss. You're DONE, Brickhouse. I'm tired of dealing with an incompetent jock. GET OUT," Snowstorm said.

Rainbow Dash grinned, impressed with her boss's guts. The other pegasi, especially the mares that had been bullied by Brickhouse before, began applauding. Brickhouse fumed, looking to Q-Back and Hoops, only to find that the two sports ponies had discreetly backed away from him. Feeling betrayed and furious beyond all measure, he flew off.

As he left the factory, though, a sheet of paper slapped him in the face. Growling, he removed the paper and glared at it... and paused, reading the message.

"If you want to make Dash and her friends pay for what they've done, then meet me in Everfree forest near the hydra's lair later today. I assure you things will be completely safe," it read.

The letter was signed only with a strange symbol, a scratchy red circle with an 'x' through it. Brickhouse looked at the paper, then back at Rainbow Dash and her two new friends. He scowled, and decided that he'd be there most definitely.

Scout, meanwhile, smugly trotted up to Rainbow Dash. "That went well, I think."

Rainbow Dash reached out with a forehoof, looking for Scout's face. When she found it, she slapped him.

"GNGH!" he grunted, clutching his sore jaw. "What th'hell was that for?"

"THAT," Rainbow Dash said, "was for suggesting in any way that I'm weak or helpless."

Then, to Scout's surprise, she reached out again and hugged him. "And this is for sticking up for me," she said.

Scout blinked, and shrugged, grinning. Sniper shook his head. Snowstorm came up to him and said, "Do you know how long she'll be out for?"

"Doc we talked to said a month at least," Sniper said. "'Til then..."

Snowstorm said. "Until then, we're out a weather manager for the Ponyville area..."

Rainbow Dash turned in Snowstorm's direction. "I can teach Sniper to do it," she said. "Honestly, it's not that HARD. And he's already volunteered to help me while I recover anyway..."

"Considering how often I've caught you training for the annual Wonderbolts tryouts instead of actually working when you're on the job..." Snowstorm said, chuckling. "All right, all right. Meantime... Scout, was it? Let's get you started. I'll probably get you set up in the Ponyville branch anyway, but I'd prefer you get some professional training in weatherworking."

Scout nodded. "Cool," he said, turning to Sniper. "You gonna take Dash home?"

Sniper nodded. "I'll probably stop by wherever this 'branch office' is as well, get filled in there," he said. He quickly glanced at Snowstorm, seeing him busy getting some paperwork out, and added quietly, "And I'll want to check in with Spy and Engie. We took care of the Nightmare Dogs easy enough, but that Masky Pegasus beat the bloody tar out of us. This is only the beginning, and I've got a sick feeling we're gonna be outclassed faster than a kangaroo can hop."

"Heckuva way to start off a guy's workday," Scout muttered. "Keep me informed."

Sniper nodded, sighing. "You know it, mate."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Books & Branches Library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Spike blinked, looking up when he heard the sound of knocking. He went to the door, seeing a young couple there waiting for him. One was a yellow stallion with a blue mane and a red gemstone for a Cutie Mark. Another was a white mare with a red mane, with a microphone Cutie Mark.

Spike grinned, recognizing them as Roneo and Starlet, a young couple that had moved into Ponyville a couple weeks earlier. "How's it going, guys?"

Roneo grinned. "Hey Spike. Did that book we were looking for come in yet?" he said.

"Hold on, I'll check," he said, going back inside. "Hey Twilight! Did that copy of Earth Pony Construction Ideas come in yet?" he called out.

Twilight blinked, looking up from her work. She looked down from the shelves she was restacking, and waved to Roneo and Starlet. "Hi there you two," Twilight said, grinning at the young lovers. "I'm afraid it hasn't yet. The copy at the Canterlot library is still out and reserve, but the Trottingham one just got it in. They got my inter-library loan message and they're sending it over. It should be here in a couple days. Less if Derpy or Raindrops gets it. Those two are amazing at getting deliveries done on time... When they're not dropping furniture on my head..." she grumbled.

"Awesome," Roneo said, chuckling, although he hadn't been around long enough to understand the reference.

"Thanks so much for doing this, Twilight. We've been wanting to add onto our little place for a long while, and we didn't want to have to trouble any of the unicorns for their help," Starlet said.

Twilight climbed down the ladder, coming up to them. "I'm sure you could possibly arrange something with the local company. Or maybe get some help from the ponies building the BLU headquarters," she said.

Roneo chuckled. Starlet shook her head, and said, "We're not planning that much. Just a storage shed to hold some of our extra stuff."

Twilight nodded. "All right then," she said. "Can I get you anything else while you're here?"

Roneo shook his head. "Nah, we're good."

"Thanks again, Twilight," Starlet said, she and Roneo trotting off.

"Bye! Come again!" Twilight called out to them, Roneo and Starlet waving to them as they left.

"I really like Twilight," Starlet said.

Roneo sighed, nodding. "Yeah. She's been good to us ever since we moved into Ponyville."

Starlet chuckled weakly. "It's certainly been more interesting here than in Sunnytown... Which, considering that we've spent the last few centuries as guilt-ridden cursed zombies, is saying something..." she said.

Roneo shushed her, quickly looking around. "Please don't talk about it so casually..."

Starlet shook her head. "Why shouldn't I? Mitta was right all along. We deserve to be cursed..."

Roneo tried to think of an answer, something that could comfort her. But he knew she was right. All the two of them could do was enjoy this brief respite from their curse.

Far briefer than they would have liked, apparently, as the both noticed the pony with the three layer cake Cutie Mark staring at them, a sad smile on his face.

"...Oh no," Roneo said softly.

"Our time's running out," Gray Hoof said. "Our benefactor is calling in the favor we owe him."

Starlet bit her lip, frowning. "Maybe... Maybe we should go back to Sunnytown... Maybe Mitta was right all along..."

Gray Hoof sighed. "Now don't start that," he said. "Not when we're so close to getting our freedom from the curse."

Roneo frowned. "Are... Are you sure this will work?" he asked. "That whatever that mysterious unicorn told you will free us all from the curse?"

Gray Hoof nodded. "I'm sure of it. I made a mistake with Ruby, and in the end Mitta was right about us deserving our fate. But this is our chance to start over, and earn redemption. Earn REAL Cutie Marks instead of these fake ones." He smiled benevolently, and added, "A chance for you two to live a normal life and start a family."

Roneo and Starlet traded hopeful looks. "And this thing we need to do... It won't hurt the ponies here?"

Gray Hoof nodded, and said, "I've learned from my mistakes. The only sacrifice anyone will need to make is a little bit of blood from me."

Roneo and Starlet nodded. After a moment, Gray Hoof asked, "Um, speaking of... Have you seen Mitta at all?"

Roneo blinked, confused. Starlet shook her head. "No... Isn't she still at Sunnytown? I thought she didn't accept the masked unicorn's offer."

Gray Hoof shook his head worriedly. "I thought so too... I think she's been talking to Ruby a lot, but I haven't been able to catch her with her..."

"That would make sense," Starlet said. "Ruby was her little sister before we... killed her..." Her voice trailed off guiltily.

Gray Hoof frowned, continuing. "The strangest thing happened a couple days ago, though. I heard this... this maniacal cackling from the house where we... made our rather drastic mistake. Y'know, like the kind I used to do during the first century of our curse? I went to the house and found Mitta there, with a shield Cutie Mark and Luna's symbol on it."

"What?" Roneo asked, shocked.

Starlet stared at Gray Hoof in confusion. "How... did she accept the masked unicorn's offer?"

Gray Hoof shook his head. "I don't know," he said. "I honestly don't know. She just laughed at me, with this disturbingly confident smile on her face, and ran off."

Roneo frowned. "Sounds like Mitta's finally lost it..."

Gray Hoof chuckled weakly. "She held out longer than all of us... We went insane centuries ago, and eventually got over it... " he said.

"Hopefully it won't take as long for her to recover..." Starlet said, although she had her doubts Mitta had actually gone mad. And it still didn't explain Mitta's sudden Cutie Mark.

Gray Hoof frowned, and said, "For now, keep going as you are. I have a few more preparations to make before the ritual can begin. Do you know where the others are?"

Roneo nodded. "Gladstone works part-time at Sweet Apple Acres as a farmhand. And Three Leaf is a teacher at the school," he said. He chuckled, and added. "One of those weird BLU ponies that helped fight off the Nightmare Dogs is the new gym teacher."

Gray Hoof looked alarmed at that. "She's teaching? Doesn't that one who escaped us... Apple Bloom, I think her name is... doesn't she go to the school there? And Gladstone is working at the farm where she LIVES?"

Starlet sighed. "Yes. She does," she said. "Thankfully, the spells seem to be holding. She hasn't recognized either Gladstone or Three Leaf yet, and is actually quite fond of them both."

Roneo frowned. "Don't begrudge them this, please... Three Leaf loved teaching back when we were alive, and Gladstone's been wanting to do honest farm work again for centuries..."

Gray Hoof frowned, and shook his head. "...All right. I don't like it, but all right," he said. _It won't matter in a while anyway... _he added mentally. "I'm going to talk to this mare named Pinkie Pie, see if I can get a job with her. Once we're all part of the town, we can begin setting up for the ritual."

Roneo and Starlet traded grins. "You'll like Pinkie," Starlet said. "She's nuts. Fun, but nuts."

Gray Hoof chuckled. "We should get along fine, then," he said. He paused for a moment, and asked, "What did you mean about Nightmare Dogs? What's been happening here?"

Roneo and Starlet explained the Nightmare Dogs, as well as the arrival of the nine mysterious warriors of BLU. Gray Hoof's eyes widened.

"...And the crazy one called Soldier is teaching at the school?" Gray Hoof asked.

Roneo nodded, chuckling.

Gray Hoof grinned. "I changed my mind," he said, "I have to see this."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville Elementary..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"All right troops," Soldier barked, visibly straining not to yell and snarl, "Atten-SHUN! Today we're gonna do one of my all-time favorite games. It's a contest of stamina, leadership, and teamwork, one that truly tests your will as a perso... er, pony. Capture the flag!" He trotted back and forth, keeping a military gait to his pacing.

The gathered foals traded nervous murmurs, unsure of what to make of this.

Soldier grabbed a bag from behind him, setting it down, revealing the contents: harnesses with four flags on them, half of the belts carrying blue flags, the other half red. "There will be two teams, each one trying to capture the other ones flags, in this case, a pair of briefcases which I have acquired for the purposes of this exercise. To win, your team must capture the other teams briefcase three times, bringing it back to their base. I will reset the field with each capture. If the flags on your belt are removed, you are out of the game for that round, understood."

The foals conversed amongst themselves, and then nodded. It was a little complicated, but they got the basic concept. Soldier nodded, feeling a bit more confident. "One last rule," he added. "No using magic to pluck off a flag. You have to use your teeth or your hooves. And no actually hitting each other."

There was some minor grumbling from the unicorns present, but they seemed to agree with it. Soldier nodded, pulling out a pair of belts that were black instead of white. "Apple Bloom, you'll be leading Team Blue. Diamond Tiara, you're in charge of Team Red. Step forward and pick your teams."

As the two fillies put their belts on and began picking their teammates (Apple Bloom naturally picking her fellow Crusaders first and Diamond Tiara going for Silver Spoon immediately), Soldier set up the two 'bases,' a pony-style jungle gym and the flagpole on the other side of the schoolyard respectively. From a window, Cheerilee and a green Earth pony with a three-leaf clover Cutie Mark watched the game warily.

"Where did he get those briefcases?" Three Leaf asked.

"I had a couple extra in my office," Cheerilee said. "I was just using them to store books in, and the game seemed harmless enough." She did look doubtful, though.

As the two teachers watched the game progress, Diamond Tiara, who had earned her Cutie Mark for leadership, took an early lead with her team, which consisted of her, Silver Spoon, Snips, Snails, Tootsie Flute, and Archer. She and Silver Spoon in particular worked well together, taking out more than half of Apple Bloom's team, which consisted of her, Sweetie Belle, Scootaloo, Twist, Dinky Doo, and Ruby Pinch. Apple Bloom rallied her team in the second round, managing to capture the briefcase, although in the end only Twist and Dinky were left on their team. The final round ended in a draw, Diamond Tiara and Apple Bloom forgetting about capturing the briefcase and taking each other out, the bell ringing for the next class before either side could get their briefcase.

And to Cheerilee's relief, the game had proceeded without major incident. There had been some scuffles emerging, but Soldier stopped them as quickly as they started. He was a gruff teacher, and a strict disciplinarian, but a fair one.

Soldier nodded, looking over the gathered foals. They were scuffed and dirty, but otherwise unhurt and they all looked like they had a good time. "Not bad, not bad," he said. "Not anywhere near up to my personal standards, but you're all young yet. Now, go inside and get cleaned up for your next class."

The foals, chattering amiably with one another, ran inside. Even Diamond Tiara seemed to be cheerful and getting along with the others. Soldier went up to the window where Cheerilee and Three Leaf were watching. She chuckled, shaking her head. "Not bad," she admitted. "Not bad at all."

"So you think I'll be able to handle being a teacher?" Soldier asked smugly.

"You did good today," she admitted. "But we'll see."

Soldier grinned, taking that as a yes, and went inside himself. Cheerilee sighed, turning to Three Leaf. "It's been quite a week, hasn't it?" she said, sighing.

Three Leaf smiled warmly. "Still, it's all worked out so far, hasn't it?" she said.

"I suppose so," Cheerilee said. "I can't help but feel that things are just going to get worse, though... And that frightens me."

Three Leaf blinked. "Frightens you?"

Cheerilee smiled weakly. "I'm... I'm worried about the foals in my care, Three Leaf. Am I teaching them enough? Will they be safe with me? After Discord, I'm just not sure of anything anymore..."

Three Leaf hugged her fellow teacher. "You just have to have faith that things will work out," she said. "Things will organize themselves and turn out all right."

"I hope so," Cheerilee said softly, watching as Soldier cornered Snails.

"You. Private. Why didn't you follow your commander's orders during the last round?" Soldier demanded.

Snails shuffled his forehooves nervously and said, "'Cause Diamond Tiara's a real jerk, eh?"

Soldier shook his head, annoyed. "That's beside the point. Her tactical decision was a good one. If you had gone after Sweetie Belle, who had her team's briefcase and was heading back to her base, instead of trying to help Archer with Scootaloo, you could have ended the round with a victory." He felt nauseous, giving advice on how a red team could win, but the discipline was more important than his own disgust.

Snails muttered. "I know, I know..."

Soldier sighed. "Look, Snails... Just because your commander's a jerk doesn't mean you should disobey their orders. What are you going to do when you go into the work force? Disobey your boss every time he's a jerk to you? That just leads you straight to the unemployment line, soldier."

"I thought you were Soldier..." Snails said.

"Pay attention," Soldier snapped. "The only time to disobey your superiors is when they start giving orders that will hurt the unit without any real benefit for it in return. They can be as big a jerk as they want, but if they make good decisions, then you have no real reason to disobey them."

Snails frowned. "I guess that makes sense, eh?" he said.

Soldier nodded, seemingly satisfied. "Good. Now, go get a crewcut this evening. You look like a fool. Dismissed!" he said, saluting... hitting himself in the forehead with his hoof in the process. "Ow..."

Snails chuckled, nodding and trotting off.

Cheerilee nodded, impressed. "Barring the haircut suggestion, you handled that pretty well."

Soldier huffed. "Human or pony, children these days need discipline. And there's nothing wrong with a boy having a proper haircut."

As Cheerilee and Soldier talked, Three Leaf just shook her head, chuckling.

"Pst," hissed a voice from just outside the door. Three Leaf turned... and paled, seeing Gray Hoof standing in the doorway, smiling at her.

"Oh no..." she moaned. She glanced quickly at Cheerilee and Soldier, and went outside with Gray Hoof.

"It can't be time to pay our debt already," Three Leaf tears in her eyes.

Gray Hoof sighed, hugging her. "Believe me, I was hoping to go a bit longer, too."

Three Leaf shivered, tears in her eyes. "So... So what do we have to do?"

Gray Hoof kissed her gently. "Nothing at the moment. I was told to inform everyone that it was time," he said. "Once our mysterious benefactor tells me more, I'll let you know what to do."

Three Leaf nodded sadly, kissing Gray Hoof once more. He smiled sadly at her, and asked, "One more thing... Have you seen Mitta?"

Three Leaf blinked. "...No. I thought she was still stuck at the village, that she didn't accept the masked unicorn's offer."

Gray Hoof nodded, sighing. "I did too. But just recently I saw her with a Cutie Mark. Some shield with Luna's symbol on it. I don't know whether she did accept the offer, or she actually earned a real one..." He shook his head. "She ran off. I haven't seen her or sensed Ruby's presence at all in days."

Three Leaf frowned. "You think... You think she might try to attack us? She blames us for what we did to her sister..."

Gray Hoof shook his head. "She also blames herself, because she didn't stop us from killing and burning her..."

Three Leaf whimpered softly. "I don't know why... We were all so crazy with fear back then... We probably would have killed her too if she tried..."

Gray Hoof gave her a desperate look. "Please... More than any of the others, I need you to stay strong, Three Leaf. We're the only ones left, the others having gone too far from the village and rotted to dust... You saw what happened to Elder Great Heart's spirit when his body was destroyed..."

Three Leaf scowled. "Old bastard... He's the one that enforced the old ways... He's the one that had the five of us kill Ruby when her Cutie Mark appeared... I remember what happened to him. I remember the shadows dragging him off.."

Gray Hoof shivered. "I wish I didn't..." he said. "Anyway, keep an eye out for Mitta and let me know as soon as possible. I have to find Gladstone..."

"He was taken on as a hired hand at Sweet Apple Acres just a couple weeks before those BLU ponies arrived... If he's not there he's probably hiding somewhere watching this cute canary-yellow pegasus he has a crush on. Fluttershy, I think her name is..." she said, Gray Hoof cringing.

"Am I the ONLY one worried about Apple Bloom recognizing us?" Gray Hoof muttered.

"Either she's not recognizing us or that spell put on us makes us unrecognizable to her," Three Leaf said. "Either way, I'm grateful... I feel like I'm making up for what we almost did to her, and it feels so good to be teaching again..."

Gray Hoof tried to keep the pained expression off of his face, Three Leaf's words like a knife through his heart. "So long as you're happy..."

Three Leaf kissed him. "Be safe, Gray Hoof," she said softly.

"You too, my love..." Gray Hoof said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_A few minutes later..._

_Ponyville General Hospital..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Medic whistled to himself, an old German tune as his Medibeam healed the scratches and cuts the patient had, closing rapidly. Doctor Whooves nodded, looking himself over.

"Many thanks, fellow doctor," he said. "Recovering after that lab accident would have taken days otherwise."

Medic hmmphed. "I never understood ze practice of calling non-medical scientists 'Doctor' instead of 'Professor.' Nor have I ever liked it."

Doctor Whooves chuckled. "I have too, honestly. But Doctor rolls off the tongue a lot smoother, don't you agree?"

Medic frowned, and was forced to reluctantly agree. "Well, in any case, try to get a more advanced safety system before trying that experiment again."

"As you wish," he said. "I DEFINITELY want to try that again! It wouldn't do at all if I blew myself up though, so I'll upgrade my safeties first. Now, let's see if I can remember where I put my screwdriver..." He trotted out happily, humming to himself.

Medic stared, incredulous, and sighed wearily. Another doctor, an Earth pony with a muffin-shaped mane, came up to him and chuckled. "Thank you," he said. "It's hard sometimes. There's only so much the nurses and I can do as Earth ponies. Most unicorn doctors won't even come to Ponyville."

Medic frowned. "Vhy is zat, Doctor Muffin Top?"

Muffin Top chuckled wearily. "Well, for one thing, we're so close to Everfree Forest. Everything runs itself there, and that frightens a lot of people. To say nothing of the horde of monsters that lives in there, and wild predators... Hard to believe that someone as timid as Fluttershy lives there"

Medic looked out the window. "Hnh... It can't be zat bad," Medic said.

"Face down your first dragon," Muffin Top said, smirking, "Then see how bad you think it is. You and the others may be trained soldiers, but from what little you've told me, you haven't faced anything like what menaces Ponyville..." He shivered. "I'm still not entirely over what Discord did to me..."

Medic frowned. "You are not ze first person to mention zis 'Discord.' Vhat vas he?"

Muffin Top frowned, hesitating. "...You ever meet someone who likes to play stupid jokes? Whoopee cushions, hoof buzzers, sneezing powder... Imagine that, only ten times meaner, more willing to cause permanent trauma, and with power far greater than Luna and Celestia together."

Medic's eyes widened. _Zat is... a little out of our league, _he thought. "Is zhis Discord still around?"

"Thankfully no," Muffin Top said, smiling. "Miss Sparkle and her friends were able to use the Elements of Harmony to stop him."

_Again vith ze Elements of Harmony... Perhaps zey would be strong enough to send us back, _Medic thought.

"Excusez-moi," came a cheerful voice. Medic and Muffin Top turned, seeing Rarity in the lobby with Nurse Redheart. The elegant, purple-maned unicorn waved to Medic, who smiled and came out to greet her.

"Welcome, Fraulein Rarity. I trust all is vell?" he asked, Muffin Top calling in Nurse Redheart to help with another patient.

"Indeed," Rarity said. "I wanted to make you all a present for helping protect our town from the Nightmare Dogs, and Spy said you all were into hats... That makes it a little easier for me, since I'm not as good with stallion's clothing as I am with mares."

Medic blushed. "He did, did he?"

Rarity nodded. "Indeed. I tried to ask him why, but he was embarrassed by it, so I decided to ask someone else. Since you were the closest one that I was certain of the location of, I decided to come ask you."

Medic sighed, shaking his head and chuckling. "Now ze Spy becomes cowardly... Vhere is he now?"

Rarity gestured absently towards the forest, grinning coyly. "I believe he said something about go visiting Zecora. Methinks someone has a crush on the herbalist."

Medic nodded. "An interesting development, considering zat he is a pony in body only... Spy, thankfully, is not ze 'love zem and leave zem' type. I'm zomevhat surprised zat he became interested in zomeone zo qvickly, but at least it gives him zomezing to do."

Rarity sighed a little in relief, assured that her friend's feelings would be spared. She had become worried for Zecora and Spy struck her as the mare's stallion type.

Medic grinned, blushing a little, and said, "As for ze hats... Our opponents in ze var games were ezzentially exact copies of ourzelves, only clad in red instead of blue. We've... developed something of an aversion to the color. Ve haff never been sure vhich side vas ze originals, if either of us even vere, although Scout has managed to make it zo it doesn't bozzer us either vay. Anyvay... One day, Soldier put a saucepan on his head and declared he vas going out like zat. It was strangely comforting to zee more zan just a color difference between our two sides, so everyvun on both sides all started vearing different hats on ze battlefield. Eventually, it became less about looking different from each other and more about just collecting neat hats. Ve also started collecting little knick knacks to stick on our uniforms. Badges, decorations, ties, scarves, different grenades, different shoes, things like zat. Ve were forbidden from completely changing our uniforms due to company policy, but zere vas some leeway. Ve could vear different undershirts, or place military decorations on our uniforms, zings like that. Ze main thing ve vanted, though, vas ze hats. Any hat at all. I even collected a few vigs to vear."

Rarity stared at him, trying not to laugh from imagining the nine BLU ponies obsessing over hats. "That's... somewhat bizarre."

Medic chuckled. "For hardened mercenaries to obsess over hats? Perhaps..."

Rarity smiled. "Well, if its hats you want, then I am more than happy to provide."

Medic brightened immediately. "Really?" he said. He then coughed, composing himself when he realized how perky he sounded just then. "Yes, well... I zank you, Fraulein Rarity."

Rarity giggled. "My pleasure. Now, what style would you like?"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Just outside..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Gray Hoof, who had been eavesdropping through a window, stared incredulously as the otherworldly doctor pony began telling Rarity all about the hats he had during his battles. It was so surreal. Gray Hoof could tell that Medic was a killer, one who delighted in the death of his enemies. The nature of his curse made it so he could smell when people had blood on their soul. And yet here he was, talking with the local fashion designer in an almost giddy, childlike manner about hats of all things.

_ kEeP mOvInG. tHe BlU pOnIeS mUsT nOt NoTiCe YoU yEt. StAy AwAy fRoM tHe MaGiCiAn, tHe DeRp-EyEd MeSsEnGeR, aNd EsPeCiAlLy ThE fOrEsT gUaRdIaN aS wElL_ said an unsettling voice in Gray Hoof's head, the voice of the masked unicorn that gave the Sunnytown ponies temporary freedom from their curse.

"...The magician I understand. Trixie's not as powerful as Twilight Sparkle, but she might be able to detect my true nature. And we've all dealt with Zecora before. But why the mailmare? Aside from having weird eyes, an embarrassing nickname, and an odd obsession with muffins, she doesn't seem like much of a threat.

_I hAvE mY rEaSoNs, _the voice said. _JuSt FiNiSh YoUr PrEpArAtIoNs. I wIlL tRy To WaYlAy MiTtA bEfOrE sHe MeEtS tHe TwO eLeMeNtS oF hOnEsTy._

Gray Hoof blinked. "Two?"

He received no response. The voice had gone silent. Gray Hoof shook his head, and continued down the road towards Fluttershy's house. He had heard a mint-green unicorn named Lyra talking with her marefriend in an amused manner about Gladstone's crush on the pegasus, and decided to check there first.

Sure enough, he found the tan Earth pony with a boulder Cutie Mark near Fluttershy's place, listening to the canary yellow pegasus sing in her lovely voice as she took care of her animal friends. He stayed hidden in a bush, hidden completely from view. Gray Hoof snorted in amusement, and slowly crawled into the bush with him, taking care not to disturb the lovestruck stallion, worming his way in so that he was sitting right next to him.

He watched Fluttershy for a moment. _She really is cute, _Gray Hoof admitted, before turning to Gladstone with an amused look on his face. Gladstone was blushing, sighing happily with the classic 'lovestruck fool' look on his face.

Gray Hoof turned back to Fluttershy, and whispered, "We are here in the wilds of Ponyville, studying the rare and elusive Absurdlyus Cuteyus, known commonly as Fluttershy."

Gladstone shoved a hoof into his mouth to muffle his surprised yelp, staggering back. Fluttershy turned, eeping at the noise. She shivered, slowly backing away in fear. "Who... Who's there?" she said. Shaking, she grabbed a stick and held it like a sword, pointing it in the direction of the noise.

Angel Bunny gave her a look that was half amusement, half disgust at his master's cowardice.

Gladstone gave Gray Hoof a pained look, and scrambled away, Gray Hoof giggling and following. Fluttershy calmed down eventually, but worried about who was watching her for the rest of the day.

Gladstone glared at Gray Hoof. "You didn't have to do that," he said.

Gray Hoof giggled. "Don't leave yourself open for it, then," the gray Earth pony teased. "I may be a zombie, but I still remember how easy it always was to prank you."

"I hated it back then, too," Gladstone muttered, Gray Hoof giggling again. Gray Hoof then sighed, and shook his head.

"Gladstone," Gray Hoof said, "I'm here to..."

"I know why you're here," Gladstone said, his expression bitter. "It's time to pay our devil his due, isn't it?"

Gray Hoof nodded.

Gladstone laughed, a pained, bitter chuckle. "Heh... Knew it was stupid to even think I could even try to get someone as wonderful as Fluttershy to love me..."

Gray Hoof sighed, hugging his longtime friend tightly. Gladstone closed his eyes, leaning into Gray Hoof, tears streaming down his face.

"Do..." Gladstone said, "Do you think I'll be able to actually try to get Fluttershy to love me after we pay off the masked unicorn?"

Gray Hoof hesitated a long moment. "Yes," he lied. "I'm sure you will."

Gladstone smiled warmly. "You've always been a good friend, Gray Hoof," he said.

Gray Hoof sighed. "I've made mistake after mistake," he said. "But I'll make it right for us, I promise."

Gladstone nodded, trusting Gray Hoof completely. "Is there anything you need me to do?"

Gray Hoof frowned, a worried expression on his face. "...Watch for Mitta. Beyond that, I need to make some final preparations first."

"Mitta?" Gladstone asked, blinking. "I thought she didn't accept the masked unicorn's offer."

"She didn't," Gray Hoof said. "But I found her in the charnel house, talking to someone. I couldn't tell if it was Ruby or not... Mitta was there, and for some reason she had a Cutie Mark of her own. She laughed at me and then ran off. I lost her when I nearly ran into Zecora."

Gladstone frowned. "...Weird."

Gray Hoof chuckled weakly. "We're cursed undead who made a deal with a masked unicorn... thing to try and get our mortality back. Weird is too light a word, old friend."

Gladstone grinned, laughing. "...Anyway, I have to get back. What are you going to do now?"

"I'm going to talk to this 'Pinkie Pie' I keep hearing about," Gray Hoof said. "She sounds like a kindred spirit."

Gladstone grinned. "You'll like her. She throws great parties."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_A hidden place..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_tHe ZoMpOnIeS? _Masky Pegasus asked. _SeRiOuSlY?_

_I hAvE hAd ThIs In MiNd FoR a WhIlE, _Masky Unicorn said, _sInCe MaStEr BeGaN tO bECoMe InTeReStEd iN CeLeStIa. WhAt BeTtEr WaY tO mAkE hEr SuFfEr ThAn By ToRmEnTiNg HeR fAvOrItE pOnIEs?_

_AnD, _Masky Earth Pony added, nodding in understanding, _tHaT vIlLaGe AlSo CoNtAiNs ThE eLeMeNtS oF hArMoNy, OnE oF tHe FeW tHiNgS tHaT cAn HaRm MaStEr._

The three Maskies flinched, as if acknowledging that would bring their master's wrath down on them.

Masky Pegasus fluttered his wings nervously. _It'S rIsKy. CeLeStIa WaS iN a FuLl RaGe WhEn sHe CuRsEd ThAt ToWn. If ShE rEaLiZeS tHaT tHeY aRe InVoLvEd..._

Masky Unicorn seemed to smirk. _LuCkY fOr Us ThAt YoU dEcIdEd To TaKe InItIaTiVe AnD rEcRuIt A mOrTaL mInIoN. oNe tHaT wOuLd MaKe An ExCeLlEnT dIsTrAcTiOn If GiVeN tHe PrOpEr AiD._

Masky Pegasus blinked... and began to chuckle.

Masky Earth Pony was still doubtful. _He DiDn'T sTrIkE mE aS aLl ThAt BrIgHt. HoW wIlL yOu CoNvInCe HiM tO dIsTrAcT CeLeStIa?_

Masky Pegasus chuckled, and began to shift forms, changing from an ambiguous-gendered creature to the shapely curves of a mare. _YoU jUsT hAvE tO kNoW hOw To HaNdLe CeRtAiN pOnIeS._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sweet Apple Acres..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Bloody hell," Demoman muttered. He had gotten lost, still not used to the town's layout, and had gotten to the farm far later than he wanted. He hoped that he was still at least making better time than Pinkie would normally, as he fully believed that the girl was the easily distracted sort.

Finally, though, he found himself making his way down to the main farmhouse, passing row after row of delicious smelling apples. Trotting up to the farmhouse, he yelled out, "Applejack, lass! I'm here to pick up an order for the Cakes!"

Instead of Applejack answering, he got Granny Smith. The elderly pony leaned out the window, looking around in confusion. "Hnh? Someone delivering a cake? Hope it's an applesauce cake."

Demoman laughed. "Nae, madame. I'm here to pick up an order for the Cakes!"

Granny Smith blinked. "Why would cake want to eat apples?"

"Nae, madame," Demoman said again, smiling patiently, "The Cakes? They run the pastry shop in town?"

Granny Smith stared at him, blinking. After a moment, she realized what he meant, and nodded. "Applejack and Big Macintosh are out in the field with that oversized bear that moved in. Y'all'll find them out there!" she said, pointing towards the old farmhouse.

Demoman nodded, thanking Granny Smith and heading out to meet up with the Apple siblings and his teammate. He found the three of them working out in the fields, bucking trees and letting the apples fall into the nearby baskets. Heavy bucked the trees with one leg, most likely because a double-leg buck from a pony of his size and power would destroy the tree.

Demoman trotted up to Applejack, grinning. "Applejack, me lass!"

Applejack blinked, turning to Demoman and grinning. "Well howdy!" she greeted. "What brings y'all to the farm today?"

"I'm here te pick up an order for the Cakes," he said.

Big Macintosh nodded. "Two baskets of apples," he said. "Ah remember."

Heavy grinned, picking up a pair of baskets he had recently filled. "Baker ponies can have these then!" he rumbled, Applejack helping him hook the baskets up to Demoman's harness.

"Good te see yuir doin' well, laddie," Demoman said to his teammate.

Heavy smirked, jutting his chest out. "Tiny baby apple trees are no match for me," he rumbled.

Big Macintosh nodded in agreement. "He's a fine apple bucker. We're makin' a lot of progress," he said, idly chewing on a stalk of wheat.

Applejack looked thoughtful for a moment, and said, "Big Macintosh, you think you and Heavy can handle the applebucking y'selves for a bit? Ah remembered some errands ah need to run in town, figured I'd walk back with Demoman."

Demoman grinned. "I'd appreciate the company, lassie," he said, blushing and adding, "Also, I kinda got lost on the way up here... I'm still not used te the town yet."

Applejack giggled. "Sure thang, pardner," she said. "Ah'll help y'all get back."

"Thank ye, lass," Demoman said, turning to Heavy and saying, "Will ye be at the tavern later this evening?"

"Da, comrade!" Heavy rumbled. "It will be good to have refreshing drink after hard day's work."

Demoman grinned. "I'll see ye there, then," he said, he and Applejack walking down the road again.

"So..." Applejack said, "How'd you lose yer eye?"

Demoman rolled his remaining one in amusement. People always led off with that question. "Och, that story... Me mum always insisted that I get jobs. Me folks were always holdin' down at least five jobs at once (that's how we made our family fortune), and..."

"FIVE jobs?" Applejack said.

Demoman laughed. "Aye, lassie. At his best, me Dad held down twenty-one jobs at once."

Applejack stared at him, open-mouthed and in shock. "How... How is that physically possible?"

"The DeGroot family is legendary for their ability te multitask," Demoman said proudly. "Anyway, back to me story. Me first job was a cleanin' job for a wizard that lived nearby, name o' Merasmus. He had me sweepin' th'floors of his castle, when this evil book he told me not to read, called the Bombinomicon, started talking to me. It teased me about listenin' to th'wizard's warnin,' and I looked at it, only for me eye to get possessed. Merasmus did what he could te help me, and when he cast his spell, he, the castle, and me eye were no longer there."

Applejack blinked, and shook her head. "Wow, that's rough..."

Demoman shrugged. "It's not that bad. Never really needed it. Had a prosthetic eye in for a while, but some of me early bomb experiments blew it up, so I just went with the eyepatch."

Applejack frowned. "Couldn't this Merasmus feller fix yer eye after getting' any bad spirits out it?"

Demoman chuckled. "By the time I saw Merasmus again, it was too late. He was livin' with me teammate Soldier, and when Soldier yelled at him for not payin' his rent one Halloween, he brought me eye back as a giant flyin' monster called Monoculus."

Applejack blinked, and shook her head, chucklin.' "Y'all have a weird life, friend."

"Considerin' where we are now and what we've become? Aye, that's a pretty fair assessment," Demoman admitted. "And what of yeself, lassie? What sort of adventures do ye and yuir friends go on?"

"Mostly just takin' care of stuff that arises," she said. "Parasprite infestation, dragon movin' too close to Ponyville and smoggin' up the place, helpin' locals with their problems, that sorta thang. One time, I thought mah brother was talkin' down on mah buckin' abilities after he got hurt, so ah tried to harvest th'whole orchard m'self."

Demoman looked around at the massive apple orchard, and then stared at Applejack incredulously. She chuckled. "Ah know, ah know. Ah realized what I was doin' halfway through. Hadn't slept in a week, plus ah tried to fulfill all mah other obligations as well... I was pretty much more beat up than Mac was with his bruised ribs. The gals helped me finish up."

Demoman chuckled. "Not everyone can do so much at once. Even I meself have problems. Me mum keeps yellin' at me te get more jobs, but I pretty much stopped at three. I know me limits."

"And what jobs were those?" Applejack asked.

"Mercenary for BLU, stock broker, and moonshine salesman," he said.

Applejack blinked. "Moonshine? Sounds like somethin' Princess Luna would like."

Demoman chuckled. "Aye, lassie. Moonshine is homemade liquor. It was made in Soldier, Engineer, and Scout's home country when a ban was placed on all alcohol, under cover of night te avoid the cops. They eventually took away the ban, because all it did was make criminals rich."

Applejack frowned at him. "And you make it because..."

"Because I know how te make it so that it doesn't burn worse than Pyro's flames goin' down," he said. "It's legal now, but there's still a market for it."

Applejack shook her head. "Land sakes," she said. "Y'all live quite a life."

Demoman quirked an eyebrow at her. "Same could be said for ye, lassie. We dinnae have dragons, or these parasprites ye mentioned, and magic-users aren't anywhere near as commonplace as unicorns. Oh sure, there's the Loch Ness Monster, but the bloody coward's been avoidin' me for years... And what be this 'Nightmare Moon' and 'Discord' I keep hearin' mention of around town?"

Applejack shivered. "Nightmare Moon was Princess Luna. In the old legends, Princess Luna became Nightmare Moon after growin' jealous of ponies sleepin' through her night, while playin' and laughin' during th'day. That's only part of it... Down in the Smooze Cavern... y'know the one that Celestia had you close off before the party yesterday?"

Demomon nodded, cringing. "Aye. A foul place that was... E'en with Monoculus or the Horseless Headless Horsemann I've ne'er felt such putridity..."

Applejack nodded. "Ah found out down there that Luna was conned into drinkin' the Smooze. It turned her into Nightmare Moon, the Diamond Dogs into the Nightmare Dogs..."

Demoman frowned. "Talk about yuir Nightmare fuel..."

Applejack nodded. "We was able t'cure her once Twilight figured out how we could use the Elements of Harmony. People are still kinda scared of her, especially since her magic started comin' in and she started lookin' a little like Nightmare Moon... Ah'm kinda ashamed to admit this, but I actually called her Nightmare Moon to her face when she showed up one Nightmare Night tryin' to get back in everyone's good graces..."

Demoman smiled sadly. "Scars dinnae fade quickly, lassie. Ye cannae truly be blamed for yuir mistake..."

Applejack smiled at him. "Hm. Maybe..." Her face turned somber as she said, "Discord... He was a different story altogether. He could play reality like a guitar, and he could turn unicorns and pegasi into Earth ponies just by wishin' it. He messed with the heads of me, Dash, and the others, made us into the opposite of what we are... Most folks still ain't completely recovered from what he did... We only barely managed to beat him, and then only 'cause of the Elements of Harmony. Ah dunno what Princess Celestia did with the statue he became, but good buckin' riddance..."

Demoman frowned. He grinned, and said, "Dinnae worry, lass. If he ever shows up again, we'll blast him te kingdom come."

Applejack grinned weakly. "Ah appreciate the thought, but as tough as y'all are, ah doubt y'all could stop somethin' more powerful than the princesses."

Demoman frowned. He'd need to discuss this with the others later... "This is depressin,'" he said. "Let's talk about somethin' else."

Applejack nodded gratefully. "So what would you like to talk about?"

"Well, those kids of the Cakes, for one thing," Demoman said. "Are ponies supposed to have magic and fly that young?"

Applejack chuckled. "Pegasus wings grow slower than the rest of their body. He'll get too heavy to fly soon enough. And Twi and Rarity tell me that unicorn foals usually manifest random magic every so often. They get more control as they get older. It'll fade in a year."

Demoman shivered. "Suddenly I'm imaginin' Pyro as a foal. She'd probably burn the whole town down."

Applejack laughed. "Ah haven't even known the firebug that long and ah can see it."

Demoman chuckled. "Which brings me to me next question..."

"Why did two Earth ponies have a unicorn and a pegasus for foals?" Applejack asked, smiling.

Demoman nodded. "Ye have to admit, it's somewhat odd."

Applejack shook her head. "Not that strange," she said. "Back before Equestria was founded, pony-folk was stickin' to their own kind. But when ponies started bein' friendly to one another they..." She blushed, and continued. "...started 'bein' friendly' with one another. My family line's mostly Earth ponies, but ah got some unicorn ancestors. If it's in the bloodline, it can come out. Who knows? Ah might have a little unicorn foal someday."

Demoman nodded. "Seems reasonable, lass. Although it works a little differently for humans."

Applejack blinked. "Really? How so?"

Demoman shrugged. "Ye'd have te ask Medic about that. All I know is that humans don't come in as many interestin' varieties as ponies here do. Te say nothin' humans not comin' in anywhere near as much of a variety of colors..."

Applejack frowned. "Huh..." she said, unable to picture ponies with only a limited variety of colors. "That's just weird."

Demoman just laughed.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

_The royal palace..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Celestia, relaxing on a sun deck, smiled as a royal guard she recognized opened the door. "Phalanx, my friend. Have you found anything?"

Phalanx shook his head. "...I'm honestly not sure, my lady." The Earth pony guard pulled some books out of a saddlebag he had with him. "I've found nothing on dreams other than psychological journals, and a few magic books I didn't understand." He nosed the magic books forward. "Maybe you can make sense of them?"

Celestia picked up one of the magic books, flipping through it. "Hnnh," she muttered. "These might be helpful... They're about how to attack people using dream magic... The odd thing is, Luna hasn't had any dreams since the night of the nine falling stars..."

Phalanx frowned, looking down at the books again. He moved one aside, finding what looked like an old notebook. "What's this?" he said, looking at it. Drawn on the cover was a red circle with an 'X' through it.

Celestia, recognizing the symbol, picked it up quickly, skimming through it. It was a journal of some kind, written in Prench. Celestia, having mastered all languages ages ago, read it easily, her smile growing.

Phalanx blushed, the smile of the Sun Princess capable of warming even the darkest of hearts. Especially an excited, pleased smile like this one.

Celestia grinned widely. "This is a journal... It describes the creature that Luna saw in her dream perfectly," she said, mentally adding, _And that I have been seeing in REAL LIFE..._

She smiled at Phalanx. "This could be the key I have been looking for," she said. "Thank you, Phalanx."

Phalanx beamed. Celestia flipped through the notebook, skimming the pages. The writing became more sparse as the journal went on, the entries becoming more staggered, the researcher's mental deterioration becoming more and more apparent. The last word in the journal was written in staggered, almost scribbled letters, taking up two pages.

SLENDERMANE

Celestia frowned. She looked up, and started to say something to Phalanx...

...who had been torn to shreds, his body parts strewn across the deck. The slender pony, Slendermane, standing right in front of Celestia, its faceless face mere millimeters from her own. Celestia screamed, staggering back and stumbling. Written in blood behind the Slendermane were two words.

FOUND YOU

Celestia screamed again as Slendermane took a step forward, blinking...

...and in the time it took to blink, the horrific tableau was gone. Phalanx was there, intact and alive, standing over Celestia with a worried expression on his face.

Celestia looked around frantically, her eyes darting back and forth. "Did... did something just happen?" she asked, panting, her chest heaving as she tried to catch her breath.

Phalanx shook his head. "Other than you suddenly screaming and jumping back? No..."

Celestia looked at the journal again. Phalanx frowned at it. "Maybe I should take this..."

"NO!" Celestia said, before catching herself and shaking her head. "No. I need this journal. I need to know more about this creature that is haunting me. The more I learn, the more I will be able to fight it."

Phalanx looked doubtful. "If you say so, my lady..."

Celestia managed to smile, and kissed his head, making the guard blush. "Trust me," she said. "All will work out in the end."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Sugar Cube Corner..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"I'm back!" Demoman called out. Pound Cake babbled cutely and flew over to land on the BLU pony's back. Mr. and Mrs. Cake came around, smiling warmly.

"Oh good, you got the order," Mrs. Cake said, she and Mr. Cake helping unhook the harness and taking the apple baskets to the kitchen. Mrs. Cake smiled gratefully at Demoman. "Thank you so much for doing this," she said.

"'Tis nae a problem, lassie. I always earn me keep at whatever job I do," Demoman said proudly.

"Hi Applejack!" Pinkie Pie said, bouncing along with a happily giggling Pumpkin Cake on her back. "You wanna stay and play?"

Applejack, smiling warmly, shook her head. "Naw, ah got some errands to run, plus it's Applebuck Season..."

Pinkie Pie giggled. "That's okay!" she said. "You can come by when you've got the time!"

Applejack nodding, grinning and tickling Pumpkin's chin, making the foal giggle. "Ah look forward to it," she said.

Pinkie Pie bounced off, Pound Cake following. Applejack stepped outside to go run her errands, Demoman following her out. But when the two of them went outside, they found a gray pony with a blood red mane standing before them, her flank bearing a Cutie Mark in the form of a shield with Luna's moon symbol on it. She stared at them with an intensity that was unsettling.

"...Um," Applejack said, smiling nervously. "Howdy pardner! What brings y'all to Sugar Cube Corner?"

"Lass..." Demoman said, scowling, "Stay back... There's somethin' 'off'' about her..."

"You have no idea," the mare said. "My name is Mitta. And if either want to protect every pony in Ponyville from suffering a fate worse than death, then you have to come with me at once."

Applejack blinked. She then scowled, storming up to Mitta. "Was that a threat, pardner? Because if it is," she said, pressing her hoof to Mitta's chest, "then ah'm gonna..."

"Lass," Demoman said, alarmed, "Yuir hoof!"

Applejack looked down, and saw that the foreleg touching Mitta was starting to rot, black lines spreading over her coat, her hoof becoming cracked and withered. A horrible, agonizing cold was starting to form in her leg. Applejack yelped in fright, and leaped back, her leg quickly reverting to normal, the withering cold feeling going away.

Mitta sighed. "Unlike the others, even though I've earned my Cutie Mark and gained the ability to leave the village, I do not have the same temporary protection from the curse they do."

"Who... Who are you?" Applejack asked, disturbed.

Mitta looked at Applejack intensely. "Your sister knows me," she said, Applejack's eyes widening. "A few months before Discord's release, she came to our little village. To Sunnytown. Where the others, out of stupid ignorance and fear, tried to make her into one of them. Into a zompony."

Applejack gasped. Demoman's eye widened in shock. Mitta nodded.

"Centuries ago, we were alive. A village of blank flanks. We went out of our way not to discover our special talent, because we feared the mark. Those who gained the mark were..." She lowered her head shamefully. "'disposed of.' I saw nothing wrong with this... until my little sister Ruby gained the mark. She was so good at finding things... But when that magnifying glass appeared on her flank... I tried to stop them... but they talked me out of it. To my shame, I did nothing as my sister was killed, burned alive. My only consolation is that this was done while Princess Celestia was visiting the village. Celestia found out... and in her rage, condemned us all to undeath. For centuries, we would haunt Everfree, our village hidden away in the darkness. Those that came... Those without Cutie Marks, the others converted. Those with the mark were murdered as Ruby was... while I did nothing but mourn our guilt. We were kept at bay for years by generations of forest guardians, zebras with skills as herbalists that could keep us from leaving the boundries of Sunnytown, keeping others from entering. Everything began to change when Apple Bloom wandered in. She... she tried to comfort me..." Mitta began to tear up at this part, shaking her head. "She had met Ruby, my sister, something none of the others had done... When the others tried to convert her, I held them off as best I could... She became the first pony ever to escape from Sunnytown."

Applejack shook her head, stunned. "She's told me none of this..."

Mitta smiled weakly. "I can imagine she didn't want you to worry," she said softly. "She was such a kind pony..."

Applejack smiled warmly at the zompony. "If you helped her escape... then ah guess ah really owe you one."

Demoman shook his head. "Get back to the part about savin' Ponyville," he snapped.

"To tell of the danger, you must first understand where it came from," Mitta said, staring intensely at him. "We all rotted away over the years, until there was just myself and Ruby's five murderers left. A few weeks after Apple Bloom's escape, Gray Hoof..."

Demoman jerked, as if struck. "GRAY HOOF?" he said, realizing that he had met earlier today.

Mitta understood immediately. "So he's here..." she said softly. She continued with her story, saying, "Gray Hoof came to us all, explaining what Cutie Marks really were, revealing to us all, finally, the depths of our guilt. But he said that we finally had hope. That we could live normal lives. If we would do a favor for this odd, masked unicorn he met that had explained everything to him..."

"Masked unicorn...?" Demoman said, snarling.

"Not masked..." Applejack growled. "Masky..."

"You know this creature?" Mitta asked, surprised.

"Much as ah'd like to say no," Applejack said, "ah do."

Mitta frowned, and finished her story. "I turned it down, believing that we deserved to be punished. The others accepted this... Masky's offer. They became mortal, gained Cutie Marks, and were allowed to leave, hidden completely from the current forest guardian's senses, and from Apple Bloom's memory. Gray Hoof stayed to keep an eye on me, so I wouldn't interfere with their 'favor.' It is only recently that I gained the resolve to do something, earning my mark." She sighed. "I just hope it isn't too late."

"Too late for what?" Demoman demanded.

"What's goin' on? What's Gray Hoof up to?" Applejack demanded.

"I don't know..." Mitta admitted after a long moment. "The only thing I am certain of is that I need the help of you specifically. The bearer of the Element of Honesty. For some reason, Masky actively fears you."

Applejack briefly flashed back to the Smooze cavern, where Medic's Ubercharge turned her into an alicorn. A firm expression appeared on her face.

"What do you need me to do?" Applejack said.

"What do ye need US te do?" Demoman said. "I'm not lettin' ye fight this battle alone, lass."

Mitta nodded. "Any help at all is appreciated... I need you two to come with me to Sunnytown. I think I may know a way to find out what Gray Hoof is up to, but I need the help of the Element of Honesty."

"Lead the way," Applejack said, she and Demoman following Mitta as they ran out of town.

Gray Hoof, meanwhile, watched fearfully from the bush he was hiding in.

"You said you'd waylay her!" Gray Hoof whispered.

_A mInOr SeTbAcK, _said the voice in his head. _sTiCk tO tHe PlAn._

Gray Hoof scowled, and sighed, dusting himself off and stepping out of the bushes. He put on his most winning smile and trotted into the store.

"Hey hey!" he said, "The name's Gray Hoof! I heard that a fellow party planner lived here?"

Pinkie Pie giggled. "That's me! I'm Pinkie Pie!" she said. "What can I do ya for?"

Gray Hoof grinned widely. "I'm just passin' through. Some friends of mine lived here and I wanted to throw them a huge party. Wanna help?"

"Do I?" Pinkie Pie asked rhetorically, giggling brightly.

"Great!" Gray Hoof said. "I'm sure it'll be a party that no one will ever forget."

_**TO BE CONTINUED**_


	6. A Blank Story Part 2

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 6: A Blank Story – Part 2**_

_The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts the day after the events of the previous chapter. Also, for clarification, Sniper's Cutie Mark is the Sniper Rifle kill icon (not the headshot icon) in Team Fortress 2, while Spy's is the Backstab icon._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville Elementary..._

_Lunch Break..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...And THAT'S why they won't let you help decorate city hall anymore?" Soldier asked, smirking despite himself.

Derpy blushed, grinning. "Yeah... I'm... somewhat accident prone. Thankfully, never around my daughters, but still, it was kinda embarrassing. I'm just lucky Rainbow Dash is such a good sport," she said.

Soldier shook his head. "Still... Jumping up and down on a stormcloud..."

Derpy sighed, and giggled. "I know, I know... I can't help it, though! Stormclouds are so sparky and fun! And when you lay on one, they give you a tingly feeling all along your underside that just tickles so nicely!"

Soldier chuckled. "I was about to say, jumping up and down on a stormcloud sounds like great fun. So there was a little collateral damage. So what?" He reared up and relaxed on the fence, bracing himself with his forehooves. "Engineer yelled at me for using my rocket launcher to write my name on the side of a nearby mountain. It's not like that avalanche I caused actually reached the base."

Derpy nodded, understanding both sides of the argument. "Engineer's probably just worried, is all. Since nothing went wrong, though, I don't see why he felt the need to yell at you."

Soldier grinned and nodded. "Exactly!" he said.

Derpy blushed a little. _He really has a lovely smile, _she thought, blushing even harder when she realized what she was thinking. "Anyway," she said, "I have to get back to my route. My lunch break is about over."

Soldier nodded. "Mine too," he said. "You going to be at that party Pinkie Pie and that Gray Hoof character are hosting tonight?"

Derpy grinned cheerfully. "Wouldn't miss it!" she said. "I'll see you there!" She waved to him and flew off... crashing into a light pole because she wasn't looking where she was going. She quickly shook it off though, blushed, and went on with her route.

Soldier found himself blushing as he watched her go, although he didn't realize it. _She really has a lovely smile, _he thought.

He didn't notice Gray Hoof discreetly digging a hole and planting a small, dagger-like artifact in the ground behind the school.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Everfree Forest..._

_Hydra's Cave..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Brickhouse gulped nervously, heading towards the cave where a hydra was known to live. He had done flybys before while managing the weather under (grrr) Rainbow Dash, but had never wanted to go down there himself. He did not envy non-fliers at all, and never understood how any pegasus in their right mind would ever want to live on the ground.

He landed near the cave, looking around worriedly. He could hear the rumbling of the hydra within it, and gulped. "H-Hello?" he called out. "Is anypony here?"

"Right here, handsome," said a sultry voice from within the cave.

Brickhouse whirled, turning towards the voice... and gaped, his jaw dropping.

Sauntering out of the cave was the by-Celestia sexiest pegasus mare he had ever seen. Long legged, impressive wingspan, slender frame... For a brief moment he wondered if the masked pegasus mare standing before him was Fleur-de-Lis, but while the body type was similar, the grayish coloring was different, her Cutie Mark was the same creepy symbol that was on the note, and she was a pegasus rather than a unicorn.

(That, and there was the fact that the former fashion pony was completely devoted to her husband Fancypants, but like most guys his libido wouldn't let him acknowledge that.)

She wore a mask, pulled up to reveal her lovely face, a lock of mane drooping down over one eye. She smiled coyly at Brickhouse, sauntering over to him.

"Oh wow..." Brickhouse said, grinning eagerly.

The masked pegasus giggled, nuzzling him. "I can help you, Brickhouse... I can make your dreams come true..."

Brickhouse lewdly let his gaze wander over her. "ALL my dreams?" he said, trying and failing not to rasp with desire.

The masked pegasus nodded. "Everything. All the lewd little fantasies you're having about me now... And all the revenge fantasies you have about Rainbow Dash."

Brickhouse stiffened, his pleasure over having such a beautiful mare flirt with him vanishing like a puff of steam. "...You can help me get back at her? And those two friends of hers?"

"Oh indeed..." she said. "We actually have plans to put her and her new boytoys in place already. But we need your help..."

Brickhouse hesitated. Certainly the offer was tempting... but in a rare moment of good judgment, he felt the need to find out exactly what he was getting into. "...What, precisely, are you asking me to do?"

The masked pegasus grinned. "I need you to keep Celestia distracted for the next five hours," she said. "I need her NOT to notice anything except you... And I need you to lure her away from Canterlot..."

Every single alarm bell went off in Brickhouse's head. "Whoa whoa WHOA! Distract the Princess? I'm a stud, but I've got no chance with a babe like her."

"I didn't say flirt with her," the masked pegasus said. "I want you to get her to chase you, to lure her away from Canterlot."

_What in blazes... _"That's even worse, lady!" Brickhouse said, planning to fly off.

The masked pegasus huffed. "Well, if you're too COWARDLY to do it, then..."

"I AIN'T NO COWARD!" Brickhouse shouted. "I just... this is sounding weirdly like treason against the Princess, and I don't want any part of it."

The masked pegasus frowned, staring deeply into Brickhouse's eyes... and then smiled. "What if I told you I could give you the power to fool even the Sun Goddess herself? And the glory you would receive would be greater than anything Rainbow Dash had ever accomplished?"

Brickhouse cringed. The blonde athlete found himself becoming confused, the opportunity for greatness, his lust for the masked pegasus, and his own hatred for Rainbow Dash conflicting with his loyalty to the kingdom. But in the end...

"Two things. First... will this hurt the princess in any way, shape, or form?" Brickhouse asked, pawing the ground uncomfortably.

The masked pegasus smiled, an enticing, inviting smile. "I can honestly say that your actions will not bring any physical harm to the princess in any way, shape, or form."

If Brickhouse were a smarter pony, he might have noticed how specific her statement was. As it was, all her statement did was make him start to accept it. "Second thing," he asked, "How do I know that this will work?"

"We haven't been eaten by the hydra yet, have we?" the masked pegasus asked, smiling. "The masks hide us from its view. Mine... and yours..." She reached behind a nearby bush, pulling out a mask with a ghostly, almost skeletal face, and put it on Brickhouse's head.

_She's right, _he thought with a surprised gasp. _The hydra should have stomped out and made snacks of us by now... _

The masked pegasus saw the slow grin spreading over Brickhouse's face. She smirked. "Pull the mask down over your face. It shall give you the appearance of one she has been hunting. And it shall give you the speed and agility to stay far, far ahead of her. Keep her distracted until Luna is forced to lower the sun on her own, and then return to me. And I promise that everything you ever wanted will come true."

Brickhouse's mind whirled, lust, greed, and a desire for revenge buzzing around in his head. He nodded, and pulled the mask down over his face. He winced, feeling the mask actually grip his face. His mane became an unkempt black, his features becoming distinctly gender-neutral, his coat becoming a pale gray. He looked at himself in confusion and looked at the masked pegasus. He tried to ask her a question, but found his mouth sealed shut.

The masked pegasus grinned, a slow, sinister smile spreading over her face. "Don't worry," she said. "The effect will end when Luna is forced to lower the sun on her own. All you need to do is to distract Celestia long enough to force Luna's hooves. You're more than fast enough and evasive enough now to keep ahead of her."

Brickhouse frowned inwardly. He was uneasy about this, but lust and the promise of revenge against Dash were too tempting a reward to pass up. He flew off, astonished at the speeds he reached in such a short time. And as she watched him go, the masked pegasus shed the form she took, becoming the monstrous Masky Pegasus once again.

Masky Unicorn and Masky Earth Pony trotted out of the cave, their otherwise expressionless faces suggesting amusement.

_nOt BaD_, Masky Earth Pony said. _bUt aReN't YoU wOrRiEd ThAt YoU'Ll AcTuAlLy HaVe To MaTe WiTh HiM? _

_ pFt, _Masky Pegasus laughed. _cElEsTiA wOn'T lEt HiM oUt AfTeR sHe CaTcHeS hIm. ThE eNcHaNtMeNt On ThAt MaSk WiLl EnD tHe MoMeNt ThE mOon RiSeS. _

_ WeLl dOnE, _Masky Unicorn said. _nOw, To SeE tO mY oWn MiNiOn..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Carousel Boutique... _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The sound of a ringing bell alerted Rarity's attention to the arrival of a customer. She turned, putting on her best 'customer service smile,' and said, "Welcome to Carousel Boutique, where everything is chiq, unique, and mangifique. How can I... Oh, hello Engineer."

Engineer nodded, smiling amiably and tipping his hard hart to her. "Ma'am, I think we know each other enough that y'all can call me Dell," he said. "It's my real name. Dell Conagher."

Rarity smiled. "Very well then, Dell. What can I do for you?"

Engineer smiled. "Well, ah got mah chores done at Sweet Apple Acres for today, and ah figured ah'd take y'all out to lunch 'fore going t'help with the construction of our base. Turns out the princesses are givin' us an allowance of sorts for use while we're stuck here."

Rarity's quirked an eyebrow. "I'm surprised. Usually there's a lot of work to do over there, even if you're just doing chores."

Engineer chuckled. "Ol' Heavy's capable of doin' a lot of the work by his own self, so ah just helped out with repairs and stuff like that. It's kinda funny. Ah guess everyone's used to Big Mac being the biggest stallion in town."

Rarity blushed. "Yes, well, you have to admit your friend does stand out."

Engineer nodded. "We all do," he admitted, chuckling.

Rarity grinned. "Well, I'd be delighted. I was about to take a break anyway," she said.

Engineer nodded and looked sheepish. "Y'mind if ah ask a couple quick questions, though?"

Rarity nodded, curious. "Go ahead."

Engineer gestured towards Everfree. "First thang... Why was Spah headed out for Everfree this mornin'?"

Rarity grinned playfully. "As it turns out, your swarthy teammate has developed something of a crush on Zecora, that herbalist you met last night at the party."

Engineer smirked. "Sounds like Spah, all right... Lucky for him he's not the love 'em and leave 'em type..."

"Indeed... Although for someone as gentlemanly as he, I have a hard time imagining it," Rarity said, straightening out some loose materials.

"Spah used to date Scout's mother for a while," Engineer said.

Rarity giggled, unable to help herself. "Oh dear," she said.

Engineer nodded. "Spah loves to tease Scout about it, although thankfully he usually keeps to teasing RED Scout... If the theory that one or both sides are clones of the original pan out, technically both Spahs dated Scout's ma."

Rarity cringed. "It's a wonder that poor boy doesn't have a complex..."

Engineer shrugged, helping her clean up her shop. "Never really put much stock in psychology. Some of my teammates are... well, a little off, to be Fluttershy-level kind about it... But they're good folks. They just enjoy their jobs a bit too much for me to be fully comfortable with them at times."

Rarity hmmed, not really comfortable talking about Engineer's work.

Engineer, ever tactful, said, "But enough about that..." He paused. "Actually, it's three questions ah wanted to ask, so ah got two more left..."

"Fair enough," Rarity said. They finished the cleaning, Rarity going over to a dresser to freshen herself up.

Engineer hesitated, and asked, "Does Pinkie Pie ever seem to... y'know, warp reality?"

Rarity paused, and chuckled. "Ah, dear Pinkie. Reality does seem to have a tenuous grip on her, doesn't it?"

"As opposed to the other way around," Engineer muttered.

"Pinkie can... be grating, at times. But she truly is a good soul and a genuinely loving person, if a bit... manic, to put it politely," Rarity said, smiling warmly. "You just have to get used to her unique quirks to truly appreciate her."

Engineer pawed at the floor, looking away worriedly.

Rarity frowned. "What's wrong?"

Engineer sighed. "Rarity... Ah'm a man of science. Ah look at the world, and ah see a pattern and order for everything. Pinkie... Pinkie doesn't fit into any pattern. She seems to defy the laws of reality just by existing... Plus, she has the same strangeness about her that Scout has... he calls it 'the ability to see beyond the wall...' What it means ah've never been able t'figure out. Only with Pinkie, it's even more pronounced, to the point where it frightens me. Ah'm aware that she's a nice, kind person, and she throws a mighty fine party... Ah just don't think ah like her all that much..."

Rarity was stunned. She had seen people irritated with Pinkie before, but for someone to say they outright didn't like her... "...I wish I could help you with that, Dell. I really do. But some things you just have to accept. Twilight tried to understand the way Pinkie worked one time, and ended up getting a piano dropped on her head."

Engineer went wide-eyed at that. Rarity chuckled. "She recovered quickly enough. We ponies are made of sterner stuff than one might think."

Engineer felt something throbbing in the back of his head, and decided to just talk to Medic about it later. "Anyway... my last question," he said, and began to look embarrassed. "...Spah said that y'all was workin' on hats for us?"

Rarity grinned, back in more comfortable territory. "Actually, yes! I talked to Medic about it earlier, and he filled me in on the details of it," she said, holding up a design for a Cavalier hat with a large feather plume in it. The band around the hat bore the letters BLU in it on the clasp in front.

Engineer grinned. "Mighty fine lookin' piece o' headwear, Rarity."

Rarity grinned. "I'm so glad you like it!" she said. Then she remembered something Medic had mentioned earlier. "Actually... Medic mentioned something about 'unusual' hats..." she said. Engineer let his head droop to the table, groaning inwardly. "When I pressed him on it," Rarity continued, giggling, "he became very evasive."

Engineer sighed. "Unusual hats... are basically hats with little holographic effects swirlin' around them. A storm cloud floatin' above it, little ghosties spinning around it, fake fire dancin' all over it, snowflakes swirlin' around it, things like that. Heavy got one by accident, apparently some new market thing that the person that sold us all our hats had given up on. Once he got wind that we liked 'em, he began marketing them as 'Unusuals.'"

Rarity laughed. She couldn't help it. "Oh dear oh dear... Well, I suppose I can add a little magical effect to it, make it an 'Unusual' for you."

Engineer grinned brightly. "Really?" He then blushed, realizing how he just reacted. Rarity giggled.

Engineer blushed, but smiled. "Keep laughin' like that and ah won't invite you to the party Pinkie and that new feller Gray Hoof are throwin' tonight."

Rarity grinned, and sighed. "I'd love to go with you, but I already promised Spike I'd be his date for it. He's done so much for me, it's only fair that I indulge his crush once in a while."

Engineer nodded, smiling. "Fair enough, Rarity. Ah'll see you there."

Behind Carousel Boutique, the glowing artifact that Gray Hoof planted there earlier began to glow.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Books and Branches Library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Pyro happily bounced up to the library. She stared at it, a compulsion to set the treehouse on fire coming over her. She quickly suppressed it, reminding herself that Engie would be mad if she burnt down something without asking. She let herself in, and found, to her amusement, Trixie and Twilight reorganizing several shelves worth of books. Spike was cleaning upstairs, listening with amusement to the conversation below.

"...Seriously, Twilight? You nearly went insane over being LATE WITH A LETTER? And then you brainwashed the town into falling in love with your old Smarty Pants doll just so you could have a problem to solve and write a letter about?" Trixie asked, chuckling as she reordered a shelf of Daring Do books, three of which were missing due to being checked out by Rainbow Dash.

Twilight blushed. "Yep," she said. "Not my proudest moment. And looking back, I really should have known Princess Celestia wouldn't have minded. She constantly surprises me with how... casual, she is at times..."

Pyro shook her head. "Doesn't surprise me, really."

Twilight, Trixie, and Spike turned. Spike waved to her, Pyro grinning and waving back. She turned to Twilight and Trixie and continued her thought. "If you think about it, it makes perfect sense. The Princess is an immortal, right? Lived for centuries. Living that long, you get to see mortals you care for grow old and die... All that royal formality nonsense just seems less and less important when you think about it..."

Twilight frowned. "I never really thought of it like that..." she said softly, Spike's expression showing that he hadn't thought of it either.

Trixie quirked an eyebrow. "Interesting philosophy you have, Pyro," she said. "What brings you to the library today?"

Pyro grinned. "There's this new pony in town named Gray Hoof. Apparently he wants to throw a party for some friends of his, and Pinkie's helping. I just came to invite you all."

Trixie grinned. "Of course the Great and Powerful Trixie will go! Another chance to show off my glorious magical talents! And some of the new tricks I've learned."

Twilight thought for a moment, and nodded. "Why not? We only have a short list of chores to do today."

Spike snickered. "You've got a funny definition of short, Twilight," he said, taking out the list and letting it unroll... revealing a list of tasks as long as three Spikes laid end to end.

Trixie gagged. "Twilight, the Great and Powerful Trixie has thought about this carefully, and she has concluded that you REALLY need to get out more."

Twilight blushed. "There's nothing wrong with paying attention to all the little details."

As Twilight and Trixie argued, Pyro stared at the list blankly. And then her horn flashed, a demented grin coming to her face. The list burst into flames, Spike yelping and dropping it as the scroll turned into a pile of cinders.

"Chores done!" Pyro chirped.

Trixie fell over laughing, Spike joining her moments later. Twilight stared, aghast. "Pyro!"

"Oh, Trixie does like you indeed, firebug!" Trixie said, struggling to catch her breath between fits of laughter.

Pyro just grinned. "I find that, if you think about it, there are few problems that cannot be solved in some fashion with copious amounts of fire."

Twilight started to protest, but despite herself, she began actually thinking about it. Trixie did as well, saying after a minute of thinking, "Technically, she's not wrong."

"But she SHOULD be," Twilight muttered, Spike coming down the stairs to join the three unicorn mares.

Trixie giggled. "Oh, tish tosh, Twilight Sparkle. Take the day off. The chores will still be there tomorrow. It won't kill you to procrastinate for once"

Spike snickered. "Oooh, careful Trixie. Procrastinate's a dirty word in the Twilight Sparkle Dictionary of OCD."

"I'm not that bad," she muttered.

"Twilight," Spike stated flatly, "You once wrote a friendship report summarizing all your friendship reports to Princess Celestia."

Trixie gagged, incredulous. Twilight blushed. Pyro giggled. "You and Engie would get along well, I think," she said.

Spike continued, adding, "As I recall, the Princess's response was to send some videos from her 'private collection' as well as a sternly worded letter encouraging you to actually get out and get..."

"OKAY!" Twilight shouted, blushing brightly, interrupting him. "I get it. I'll let the chores go for today and just get ready for the party." She cast a glare to Trixie, Pyro, and Spike, all of whom were giggling. Even Owlowicious, asleep for the day, seemed to be smirking.

Pyro smiled. "I'll let the others know that you'll be there, then," she said.

Twilight nodded, smiling worriedly at her. "How... How are all of you holding up?"

Pyro blinked. "Hm?"

Twilight frowned. "Well... You were all torn out of your world and brought here, and even had your real bodies taken from you. I know how Medic's doing, but is everypony else... okay?"

Pyro looked thoughtful for a moment. "Engie's trying to keep busy so he doesn't have to think about it. Heavy is just passing time and trusting that the geniuses will think of something. Scout is... Scout. Demoman and Soldier are adjusting better than I thought, although I saw Demoman run off with Applejack earlier. Spy seems to be focusing on romancing that zebra. And Sniper is taking care of Rainbow Dash, so that gives him something to focus on, although I can tell he's really missing his parents, even though he tries to hide it. Me? I'm doin' fine. I'm hopin' that we'll get home of course, but I'm determined to enjoy m'self while I'm here."

"But what if you aren't able to go home?" Trixie asked.

"Trixie!" Twilight said admonishingly.

"It's a fair question," she said. "Certainly the princesses are quite powerful, but as anypony knows, some magics are beyond even them."

Twilight tried to protest again, but Pyro had already started to answer. "If we can't get home, then I'll just start hoping that Equestria becomes a good home for us."

Even Twilight, ever concerned about everypony's well-being, had to smile at that answer. Pyro grinned, shrugging. "There's always hope. If what you're hoping for doesn't work out, hope for something else. Just so long as you never give up hope in any situation."

Trixie nodded. "A fine philosophy. And one that the Wise and Experienced Trixie can relate to," she said.

Twilight blinked, giving her a curious look. Spike gave her a suspicious stare. "That YOU can relate to?"

Trixie smirked. "Do you honestly think that Ponyville is the first town that Trixie has been chased out of? Or the first town that Trixie has been called on her... admittedly slightly exaggerated statements?"

Pyro giggled. Twilight rolled her eyes, giving up.

None of the unicorns noticed as Gray Hoof came up to the library and began to stick one of the dagger-like artifacts he carried amongst the building's roots.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Rainbow Dash's house..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...And that's pretty much it," Rainbow Dash said, having finished explaining how to fill in for her at the weather station.

"Simpler than I thought it'd be, actually," Sniper said, nodding.

Rainbow Dash chuckled. "How else do you think I can get away with so much napping or stunt training during the day?"

Sniper shook his head, smirking. Rainbow Dash was an interesting set of contradictions. She was endlessly loyal to her friends, and once she started a task she didn't stop until it was completed, but always took an opportunity to slack off and do whatever she wanted. She honestly fascinated him.

_Careful, mate, _he told himself. _No need to be going THAT local... After all, you're not going to be here forever..._

Sniper frowned. Maybe if he told himself that enough, he'd actually believe it. He looked around, and spotted a pile of books in the corner. "Interesting..." he said, going over to the stack. "Never took you as the reading kind of sheila..."

Rainbow Dash brightened. "Me neither. But then Twilight showed me this AWESOME series of books, the Daring Do series! They're great adventure stories!"

Sniper hmmed thoughtfully, looking at the cover. "'Daring Do and the Wooden Mask,'" he read.

Rainbow Dash grinned excitedly. "That's one of my favorites! The main bad guy, Ahuizotl, has this enchanted tribal mask that he tricks Daring Do's assistant into buying, but it's actually totally evil and starts turning her evil too!" she said, speaking with all the joy of a fangirl. She then frowned, remembering that she still couldn't see. "...Maybe I should just try to take those books back to the library. It's not like I can actually read them now..."

"Nah, love," Sniper said, idly skimming a few chapters, fumbling with the book in his hooves a bit. "Sounds right interesting, it does. I may give it a gander m'self. And don't think you can't read just because y'can't see. There's books for blind folks, y'know?"

Rainbow Dash frowned. "You mean Brayle? I dunno..." she said, sighing. "It'd be a bit of a pain to learn all the letters again in those stupid dot patterns..."

Sniper's eyes widened, surprised that they actually had a functioning equivalent to Braille here. He decided to just roll with it, though. "Not that hard. I can teach you. And once you get your sight back, you can say that you have another skill to brag about: multi-language skills."

Rainbow Dash smiled. "Yeah... Heh. I do kinda like having stuff to brag about..."

Sniper nodded, grinning. "There you go," he said. "Chin up, and all that."

Rainbow Dash smiled.

Because of how high up they were, neither of them noticed the small, pulsing, dagger like artifact embedded underneath the roots of a tree a few feet to the left of the house.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Zecora's hut..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Spy, his suit neatly pressed and his balaclava in his side pocket with his knife, calmly trotted up to Zecora's hut, glad he remembered the path that Sniper explained to him. He paused briefly to pick up a patch of bright blue flowers to give to her, remembering Sniper telling him that the blue flowers were a sign of affection in Zecora's culture. He had an amusing image of he and Zecora eating the flowers while romantic music played around them. (Inwardly, he was mildly surprised that he had actually developed a taste for flowers.) Chuckling, he went up to her door and knocked on it, waiting patiently.

To his surprise, her voice came from behind him.

"Spy? Oh my, this is a surprise! What brings you to this crossing in both of our lives?" she said, a pleased grin on her face.

Spy grinned. He adored Zecora's poetic way of speaking. "I simply came to invite you to a party being held tonight. A newcomer has arrived to hold a celebration for his friends, and Pinkie is helping him."

Neither of them noticed the slight flash of unicorn magic, Spy's mind going fuzzy for a moment.

"His name escapes me for the moment," Spy said, frowning a little in confusion, "but it promises to be a grand event. And gentleman zat I am, I brought you some flowers as a symbol of my endless affection." He placed the bouquet on the ground before her.

Zecora looked at the flowers, recognizing them immediately and backing away slightly, chuckling.

Spy blinked. "What's wrong?"

Zecora snickered. "Ah... what do you know of those flowers of blue? And who gave all of your info to you?"

Spy blinked, suddenly uncertain. "Well... Sniper told me zat zey were a sign of affection in your culture..."

Zecora shook her head, laughing. "Your trust, I'm afraid, that Sniper has broke. Those bluish blossoms? They're called Poison Joke."

Spy gagged. "Poison?" he said, spitting them out.

"Not that kind of poison," Zecora said. "Don't worry my friend. Your life is not about to end. Those plants you see, are of a magical hitch. Its pollen causes unusual magic jokes and tricks."

Spy blinked. "Jokes? A poison that causes... jokes?"

Zecora nodded. "Indeed, dear Spy, that much is right. When I met it while young, it gave me bright colorful stripes. But don't worry, it only works after one full day. A special bath can simply wash it away."

Spy growled. "Cursed filthy jar man... I'll get you for zis..."

Zecora chuckled, leading Spy inside. As she helped prepare a bath for him, taking his clothes to the stream behind her hut to wash them, Spy himself tossing the Poison Joke in the fireplace, her mind started to wander.

"Something wrong?" Spy asked from the large, pony-sized cauldron he sat in, which Zecora assured him was used for bathing and not cooking.

Zecora smiled nervously. "Forgive my delays, I will not be long... but I can't help but feel, though, that something's terribly wrong..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere in Everfree..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Mitta ran, the undead Earth pony tireless as she galloped through the forest, easily dodging past tangles of roots and brush. Demoman and Applejack ran behind her, struggling to keep up. As they ran, Applejack noticed something important.

"No animals... Even running like we is, we'd usually be meetin' somethin' by now..." she muttered.

"They sense what I am and fear me because of it," Mitta said. She ran forward, undaunted, brush rotting as it touched her, allowing her to cut a swath through the greenery. "I don't blame them for it. Now come. We need to stop the Masked Unicorn before he can help Gray Hoof spread his curse to Ponyville."

"Aye, lassie," Demoman said. "You lead me to him, and I'll blast the bloody git into a thin gruel." He vaguely remembered that he didn't actually HAVE any explosives with him, but he could easily adapt. This just gave him a reason to finish his fireworks more quickly.

The thought that he might not survive this didn't even enter his head.

The two Earth ponies followed the undead pony as she literally tore a path through the foliage, which regenerated behind them as Mitta's corroding presence left. It gave Applejack the uncomfortable image of the forest swallowing them up.

"We're here," Mitta said, her voice as cold as the grave as she came out onto a path in the trees. Applejack and Demoman both stepped out onto the path, seeing the dilapidated wreckage of a town. Crumbling buildings, withered plantlife, and tables filled with food rotted to unrecognizable mush were all that was left of the formerly beautiful town.

"Welcome to my home," she said. "Welcome to Sunnytown."

"...So this is where Apple Bloom nearly lost her life," Applejack said softly.

Demoman cringed. "Looks like Pyro, Heavy, and Soldier got into me private stock and had themselves a party..."

Mitta hissed at them. "Don't mention the word 'party' to me. After years of constantly reliving the party that damned us all, I have grown to loathe the very concept of parties."

Back in Ponyville, Pinkie Pie gagged. She spent a good twenty seconds trying to figure out why before Gray Hoof called her attention back to the party preparations.

Applejack barely heard her. She walked further and further into town, trying to imagine what it was like for Apple Bloom to be hunted by the undead that resided here.

Demoman frowned, concerned that Applejack was losing herself in this place. "Lassie... Stay with Mitta and I... Dinnae wander off..." he said, although as he did

Applejack suddenly paused, freezing in place.

Demoman and Mitta came up to her, worried. "Applejack? What's wrong?" she said. The undead pony had only a vague idea of the masked unicorn's powers. When Demoman came up to her, he ended up freezing in place as well. Mitta, suddenly nervous, waved her hooves in front of both of them.

They just stared ahead, unheeding of Mitta's presence.

"No no no..." Mitta moaned softly. "What's going on?"

She tentatively touched both of them briefly, letting her curse spread to them just enough to try and shock them out of it. She quickly withdrew, letting them revert back to normal, trying to figure out what was happening.

"Please... I need you to wake up!" Mitta cried in frustration. "I don't know why, but the masked unicorn specifically brought you up. I can't beat him without you!"

And then, to her horror, their Cutie Marks vanished.

Applejack smiled at Mitta. "Land sakes, sugah! Y'all need to lighten up!"

Demoman nodded, grinning. "Aye, lassie! It's a party, after all. The Summer Sun Celebration!"

There was a blinding flash of light. Mitta winced, closing her eyes against it. When she opened them again, she gasped in fright, although her lungs no longer worked.

Sunnytown was restored to its former glory. Once ruined and dilapidated buildings now stood tall, as if built that very day. Ponies long dead and gone, having succumbed fully to the curse and rotted to ash, gamboled about, having a good time. Applejack went over and began talking with a unicorn she remembered to be a sweet shop owner, while Demoman went immediately for the punch bowl.

Mitta's head darted around in confusion as she tried to figure out what was going on.

_HeHeH, _chuckled a demonic voice.

Mitta whirled, spotting Masky Unicorn sitting on a park bench, a glowing balloon tied to his tail. His mask was pushed slightly up to reveal a ruin of a mouth, an ice cream cone held by his telekinesis. He calmly licked at it with a rotted tongue, smirking at Mitta.

_It'S tOo LaTe, _he said. _EvEn If YoU fReE tHeM, yOu WiLl NeVeR sAvE pOnYvIlLe. NoW rElAx AnD eNjOy ThE pArTy._

And as Mitta watched, the glowing balloon bulged, hooves pushing on it from the inside. As Mitta listened, she swore she could hear Ruby's voice coming from inside it. She looked around the party despairingly, seeing phantom images of her former friends and family interacting with the brainwashed Demoman and Applejack, their eyes glazed over with the hypnotic spell they were under.

She had no idea what to do.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

_Royal palace..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Princess Celestia calmly went about her day, sipping tea and reading the Slendermane journal. She had already taken care of all the legal matters that required her attention, Princess Luna handling the diplomatic ones. (Despite how personally out of date she was due to her exile on the moon, Luna seemed to have a knack for politics that Celestia took centuries to develop.) As she read, though, she couldn't help but feel a strong sense of foreboding.

_9/2/1504 AD: The most frustrating thing about this creature, which I have tentatively named Slendermane, is that for the most part, he (I use 'he' hesitantly, because its body type seems male) just stands there. That in and of itself wouldn't be worth noting, but he stands there for hours, doing nothing, standing motionless... observing me... and then when he vanishes, something horrible happens to somepony soon after. He seems to have a fondness for murdering foals..._

Celestia frowned, making a mental note to have guards posted at the schools. _I should also send word of this to Mayor Mare, and the other city officials. Just in case... Barricade I'll send to Ponyville. She's been looking for an excuse to visit her daughter... _She turned a page.

_ 9/9/1504 AD: Oh LaurFaustia help me. This past week I have been attacked constantly by masked ponies. An Earth pony, a Unicorn, and a Pegasus. What do they want from me? Why are they attacking me? Are they trying to keep me away from Slendermane? Are they working for him and just trying to break me down more?_

The page degenerated into incoherent scribblings and had a tear in it. Celestia guessed that the journal writer, who was alive during the time of her mother, had been attacked while writing it. She sipped her tea, trying to make sense of this journal entry, and turned the page. But as she did, she felt a dark presence behind her. She whirled, her eyes widening, and saw a masked pegasus standing there, staring at her.

Celestia's eyes narrowed. She slowly set the journal down, her eyes not leaving the masked pegasus. It was different from the one Masky Unicorn wore, but it was still clearly a Masky mask.

"I don't know what you want..." she said slowly, "...but I'll be damned if I allow you to harm those I care about. Your brother unicorn nearly had my sister and I violated after he brainwashed my guards. You won't get the same opportunity..."

The Masky flinched. Celestia frowned. Something was different about this one...

Inside the mask, every single one of Brickhouse's alarm bells were going off. _...The pegasus babe's brother tried to have the princesses RAPED! Brainwashed her guards! What the hay is going on here?_

In the moment of hesitation, Celestia teleported to Brickhouse's side. He yelped, and did the only thing he could think of to do.

He flew for his life.

Celestia snorted angrily, and flew after him. But to her shock, the pegasus was faster than she was, keeping just a few flaps ahead of her no matter h ow much speed she put on.

Well, she knew a way around THAT.

Brickhouse just wanted to get away. He needed to get this mask off, try and figure out what was going on. Thankfully, what the pegasus babe had said about the mask making him faster than the princess. He was actually starting to pull ahead of her, a mach cone forming around him.

And then she appeared in front of him, teleporting into his path.

Brickhouse yelped inwardly, his magically enhanced agility allowing him to make a perfect turn to avoid her. Celestia snarled, frustrated, and teleported after him again and again, Brickhouse barely dodging out of the way each time. As the citizens of Canterlot watched, a brilliant light show took place over their heads, a dark streak zig-zagging across the sky, interspersed with bright flashes of light.

Fancypants, from his high penthouse, watched with amusement. His girlfriend, Fleur-de-Lis, watched with him, a content smile on her face as she draped herself over his back.

"Rather spectacular show, eh?" Fancypants said.

"I wonder what the occasion is?" Fleur said, smiling.

"Oh, you know the Princess," Fancypants said, chuckling. "It's said that she was the former Element of Laughter back in the days before Nightmare Moon. She always hated the Grand Galloping Gala, so maybe she's testing out a light show for a new celebration."

Fleur stuck out her tongue. "Can't blame her, really. All those BORING society ponies," she said.

Fancypants snickered. "In case you've forgotten, love, WE are society ponies."

Fleur grinned. "Yes, yes. But we're far more STYLISH," she said.

Fancypants shook his head, chuckling, and looked out at the light show. But as they watched, the streak and flashes started coming dangerously close. Fancypants, worried, started to turn to Fleur to tell her to move away, when the streak slammed into his balcony, sending both unicorns flying.

Fancypants was the first to recover, having landed in a linen closet. He shook his head, trying to clear it, when he saw something that nopony had seen in years.

Celestia enraged.

She had a masked pegasus pinned under her hooves, the pegasus struggling fearfully to try and escape. "Oh no," Celestia snarled, snorting, "You aren't getting away. Not after what you and yours have done to my guards, to my student, and to Ponyville."

"P-Princess?" Fancypants said.

Celestia looked up, startled. That moment's distraction was all the masked pegasus needed to run for it. "DAMN IT!" Celestia cursed, the chase starting up again. Fancypants stared after them, uncertain of what to do. He heard a groaning, and looked around for Fleur, finding her in the wreckage of an ancient heirloom grand piano.

Heedless of the ruined treasure, he tore it up even more to free Fleur from the wreckage. She smiled wearily at him, her body covered in cuts, her horn chipped. "Was... Was that the Princess?"

Fancypants nodded, gently levitating her onto his back. She winced, one leg visibly broken. "I have to get you to a hospital," he said. "And then I have to tell Princess Luna that her sister is engaged in battle..."

_And while I'm at it, _he thought_, I should probably check up on Miss Rarity and her associates... _Fancypants didn't know what was going on, but he didn't get where he was today by letting information pass him by.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sunnytown..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Masky Unicorn, the balloon that held Ruby's soul tied to his tail and bobbing about, moved casually among the illusions of Mitta's old friends. Applejack and Demoman moved amongst the ghosts of the past as if they belonged there, Mitta scared to death that they soon WOULD belong there... If she couldn't figure something out, they would succumb to the curse...

But as she watched, she began seeing familiar things. Roneo presenting Starlet with his gemstone necklace gift. Elder Great Heart cruelly admonishing Three Leaf that she didn't have to do so well in tending a garden.

_It can't be... _she thought.

And then an illusion of Princess Celestia walked by, cheerfully greeting the townspeople, a slightly confused expression at the lack of Cutie Marks on her face.

She saw Ruby, or at least an illusion of her, fearfully moving amongst the shadows.

And she suddenly realized what was happening. It was a recreation of the party that damned Sunnytown.

A plan was forming in her mind. A crazy plan, and one that would tear open all the old wounds in her soul, but if it worked, it would snap Applejack and Demoman out of their mesmeric daze.

The illusions could be interacted with. That meant she could recreate the events that led to her damnation.

_But why recreate the party? Does he think I wouldn't be able to go through with this? s_he thought. She REALLY didn't want to go through with it. But she knew she had to.

Gulping hard, she went over to where the illusionary Ruby was skulking about. She went up to her, forcing a smile on her face, and said, "Ruby? Sis, what's wrong?"

The fake Ruby, tears in her eyes, gestured to the magnifying glass on her flank. _It really does look cute on her, _Mitta thought sadly.

"S-Sis... The mark! I have the cursed mark!" the fake Ruby said fearfully. "What should I do?"

Mitta remembered that horrible day clearly, every detail down to the most minute. She replicated her reaction perfectly, a shocked gasp and nervous tension as she said, "We... We have to get you out of here..."

She remembered that day. She hid Ruby in the shed where she herself spent centuries after their damnation. But this time she had to vary the story a little. Guiding her behind a shed, she looked to see where Elder Great Heart was, seeing him talking with Gray Hoof, Three Leaf, Roneo, Starlet, and Gladstone.

_Perfect, _she thought sadly.

"Follow me," Mitta said to the fake Ruby. "I know how we can get you to safety."

The fake Ruby nodded. Mitta sighed wearily, and led her right into the view of the others.

Mitta felt numb inside when she heard the others gasp, the fake Ruby fearfully hiding behind her. Almost immediately they were caught.

"The mark..." the fake Elder Great Heart hissed. He turned to the fake Gray Hoof and the others and said, "Take her to the church. Make sure the Princess doesn't see. Our Lady of the Sun doesn't need to know that the curse has befallen someone this night."

The fake Gray Hoof nodded. "Yes, Elder," he said. "C'mon," he said, gesturing to the others.

The fake Three Leaf hesitated. "Are... Are you sure we have to?" she asked.

"You know the law," the fake Gray Hoof said, roughly shoving the fake Ruby away from Mitta, who just watched sadly, letting history play out. He turned to the fake Ruby and said, "Helluva thing to do to a pony that went to all this trouble for your party."

Despite herself, as the fake Ruby was dragged off shrieking, a rag quickly stuffed in her mouth, Mitta stepped forward feeling compelled to help her. The fake Elder Great Heart stepped in front of her. "Don't interfere, Mitta. I'm willing to forgive you this time, but don't do it again."

She sneered at him, amused that he hadn't noticed that her own Cutie Mark hadn't vanished like Applejack's and Demoman's had. "I enjoyed watching you get dragged to hell old man..." she growled at him.

The fake Elder Great Heart blinked in confusion, and shook his head, going to oversee the fake Ruby's execution. Demoman and Applejack came up to her, worried looks on their faces.

"Mitta, lass... What's going on?" Demoman asked.

"You're witnessing history replaying itself. My sister is about to be murdered because she got her Cutie Mark," Mitta said softly, closing her eyes.

Applejack and Demoman's eyes widened, staggering a little as the illusion started to lose its hold on them.

"We... Y'cain't just let this happen!" Applejack said.

"I did last time..." Mitta said softly. "I let them talk me into it..."

Demoman cursed. "Bloody hell," he snarled, "Forget her! Let's get to the church and stop this madness!"

"Right," Applejack said, giving Mitta a horrified look before galloping off with Demoman. They quickly made their way through the town, barely noticing as their Cutie Marks reappeared on their flanks, heading to the church set far back into the woods, at the borders of the forest. They tried to burst in, but as they did, Masky Unicorn telekinetically held them to the floor, the others not noticing them.

_yOu WiLl WaTcH tHiS, _it said. _ i UnDeReStIMaTeD mItTa'S rEsOlVe, BuT i'Ll sTiLl GeT mY sUfFeRiNg OuT oF tHiS.._

Applejack and Demoman struggled to move, but the demonic unicorn held them completely immobile. They could only watch as the fake Gray Hoof browbeat the reluctant Gladstone, Roneo, Starlet, and Three Leaf into helping throw Ruby into the fireplace.

Applejack let out a scream as Ruby burned to death, pounding desperately against the gate that kept her in place. "STOP THIS! LET HER OUT, PLEASE!" she shrieked, the illusions unheading.

"DAMN YE!" Demoman roared. "DAMN YE ALL FER THIS!"

Applejack's pleas and Demoman's threats fell on deaf ears. They could only bear witness as Ruby thrashed about in the flames, screaming helplessly. Gladstone and Three Leaf couldn't look at her, while Roneo and Starlet hugged each other tightly, sobbing.

Only Gray Hoof watched, a satisfied smirk on his face as Ruby died in terrible agony. "The sin has been purged," he said calmly after Ruby stopped moving. "Sunnytown is safe again."

And then they saw it. Mitta, or at least the illusion of Mitta, burst into the church, struggling against ten ponies that were trying to hold her. The same thought passed through their minds. _Didn't Mitta say she didn't do anything? _As soon as the thought passed through their heads they realized that Mitta's guilt must have led her to believe that she actually didn't do anything, as opposed to not doing anything herself...

The fake Mitta, her flanks as blank as the others, stared at the burning remains of her sister, and collapsed, letting out a wailing scream of despair. Gray Hoof tried to shush her, but it was far too late.

"What's going on?" Princess Celestia said, forcing her way past the gathered ponies. She checked on Mitta, who seemed to have gone catatonic, and then turned to Gray Hoof and the other four, all of whom had backed into a corner and were cowering fearfully. "What is all of this abou..." She trailed off, noticing the pyre in the far side of the room. She crossed to it, her eyes wide with confusion... and saw the body inside. She whirled, her face in a terrifying expression of fury that Applejack had never seen on the Princess before. Her made and tail became blazing red coronas as she turned to Gray Hoof and demanded, "What have you done!"

Gray Hoof grinned weakly, gulping hard, and saying, "Your highness... In our village, ever since the Great Plague, we have struggled to make sure that NO ONE got infected with the Cursed Mark. To that end... To that end, we have developed a system where those who get the Cursed Mark are purged in your Name, as Ruby was tonight..."

_Oh mah lands..._Applejack thought, horrified.

_Bloody cultists, _Demoman snarled inwardly.

Celestia gave them a horrified look. "You... You did this... in MY NAME! You... you committed this... this BLASPHEMY in MY NAME!"

The gathered ponies cowered, the ones holding Mitta fleeing in fear as Princess Celestia reared back, whinnying and snorting in sheer rage. "MONSTERS! MURDERERS! FACE MY WRATH! BE DENIED THE SUN'S WARMTH AND THE MOON'S COMFORT FOREVER!"

She stomped, a flash of magic erupting from her horn. The sound of screams filled the air, becoming deafening to Applejack and Demoman... and then there was nothing. The light faded, Sunnytown having reverted back to its ruined state. Masky Unicorn let them up, calmly backing away as Demoman and Applejack collected themselves and braced for attack.

Masky Unicorn just laughed. He released Ruby's soul from the balloon by popping it, teleporting away. Ruby tumbled to the ground, Mitta trotting over and helping the ghostly pony come to her feet. Ruby looked up at her big sister's tear-stained face... and hugged her tightly.

"Thank you for saving me, sis," she said.

Mitta smiled weakly. "I only wish I did something to save you back then..." she said softly.

"But you did," Applejack said, smiling. "We saw the past version of you burst in to try

Mitta shook her head, unable to accept it. "No... No, I couldn't do anything..."

"Couldn't and didn't are too different things, lass," Demoman said.

Ruby hugged Mitta tightly. "You did what you could. And you saved me this time," she said softly. "But we'll talk later. Right now, the three of you need to get back to Ponyville."

"This was a trap to lure us away, wasn't it?" Demoman asked, swearing loudly when Ruby nodded. Mitta cursed, realizing how badly she had been duped in leading the two of them here.

Applejack gasped softly. "Apple Bloom..."

"Let's go!" Demoman roared. "Hae at them, lasses!"

With Mitta leading the way to clear the brush, the three Earth ponies and one ghost tore through the forest, hoping to get to Ponyville in time...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The party was in full swing. Balloons, streamers, more sweets than you could shake several sticks at, a classic Pinkie Pie Party. Pinkie had even managed to score the famous DJ-Pon3, Vinyl Scratch. Gray Hoof was impressed that she was able to score someone like her, although Pinkie claimed she got lucky that she found her.

Sniper and Rainbow Dash stuck together by the snack table, Sniper not much for dancing, Rainbow Dash not confident enough yet to go out onto the floor. And besides, listening to the heavy bass beats of Vinvyl's music when she couldn't see was an amazing experience.

Scout fluttered up to them, grinning. "Wow! Looks like I got back just in time!"

Sniper nodded. "Good to have you with us, Scout."

Rainbow Dash quirked her head curiously. "How'd it go today?"

Scout coughed nervously, and said, "Well... ah... I kinda got fired."

Sniper choked on the punch he was drinking. Rainbow Dash stared in his general direction. "You... bwuh... on your first day... HOW?" she stammered.

Scout rubbed the back of his head, grinning weakly. "Well... I kinda got curious, and tried to create a tornado..."

Sniper just stared at him incredulously. Rainbow Dash glared at where she thought he was. "WHAT."

Scout huffed. "NO ONE GOT HURT. And Snowstorm said that Rainbow machine could be easily fixed. I really think he overreacted."

"You..." Rainbow Dash snarled, visibly fuming, horrified and furious at Scout's blithering idiocy. "Grrr... I can't believe..." Sniper stared, seeing steam actually start to come out of Rainbow Dash's ears. "Nrrghhh... GRAAAAHH!"

Sniper and Scout jumped back, seeing Rainbow Dash's coat become pure white as her mane and tail became wildly colorful electrical sparks for a brief moment, floating in the air from the sheer force of her anger. She landed with a huff, slightly charred looking and panting in frustration.

Pinkie Pie, having noticed Rainbow Dash's outburst, hopped over to them. She got a glass of punch and poured something from a small flask she produced out of nowhere. She handed it to her rainbow-maned friend, who drank it with a gulp and coughed.

"What the hay's in this?" she said.

"A little something from Berry Punch's special 'Relaxation' collection," Pinkie said, smiling warmly.

Rainbow Dash coughed. "Feels like my lungs are melting," she said.

Sniper grinned. "Sounds like a fine brandy then. Mind if I get a swig, love?"

Pinkie Pie poured another glass for Sniper. "Heh. When Twilight gets all growly like that, her mane turns into flames."

Rainbow Dash blushed. "Oh geez, I pulled a Twilight, didn't I?"

Pinkie giggled, pouring another drink for Rainbow Dash, discreetly pulling Scout away from them. "Seriously? A tornado? Even I know better than that," she said.

Scout huffed, but he was smiling. "Well, I got curious. Sniper's shooting ice and lightning, I wanted to see if I could do something cool with the weather as well."

Pinkie giggled. Near the dance floor, Twilight, with Spike on her back, was sitting next to Trixie, who was busy flirting with a pegasus dressed up in raver gear, one who had liked her show the last time she was there and didn't care that she had been a jerk and a liar. Trixie paused mid flirt, and nudged Twilight.

"Go on, Twilight Sparkle. The one who bested not just the Great and Powerful Trixie, but also played a key role in besting Nightmare Moon and Discord shouldn't be afraid to go on the dance floor," she said.

She blushed. "I... I really can't dance," she said. "I did once at my birthday party, but I was with friends and knew they wouldn't tease me too bad, plus I was with people who I knew I wouldn't see again... Dancing in front of LOTS of people I know... Well, compared to this, fighting a mad moon goddess and the King of Chaos is easy..."

Trixie shook her head. "It can't be that bad. I mean, even the technician and Pyro are out there!" she said, gesturing with a hoof. Twilight looked, and saw Engineer and Pyro in the center of the dance floor. Neither of them had much rhythm and were a bit clumsy, both clearly still unused to way their pony bodies moved, but they were taking full advantage of their magic to give themselves their own special effects.

Twilight blushed. "Well... Maybe in a little bit..." she said.

Spike rolled his eyes, turning to Trixie. "Don't worry," he said to her. "I'll get her dancing soon enough."

"Good," she said. "You have a fine assistant, Twilight Sparkle."

Soldier and Derpy arrived together, Dinky with her older sister for the evening. Derpy grinned widely, looking around at all the party decorations and music. "This is so awesome!" she said. "I love Pinkie's parties! And this is like DOUBLE one!"

Soldier smiled nervously. He had made it through Pinkie's last party, but that was only because Rainbow Dash had come in injured by Masky Pegasus, and he was able to focus on making strategies to fight it the rest of the night. He still wasn't fully at ease in large crowds. Derpy sensed Soldier's reluctance and chuckled, tugged on a foreleg. "C'mon," she said, "Let's dance!"

"I... ah..." Soldier stammered.

Derpy smiled warmly at him. "You can't dance, can you?"

Soldier grinned weakly. "Ma'am, even in my regular two-legged body I couldn't dance. I still sometimes trip over my hooves..."

Derpy nodded, and kissed him lightly on the cheek, making Soldier blush brightly. "C'mon," she said. "I'll teach you."

Soldier found himself nodding, letting Derpy lead him out onto the dance floor. There was a growing warmth in his chest, one that he only felt when around her. It was... confusing. But it felt so right...

"I still don't know why they couldn't have gotten the concert band that played at the Gala," Rarity huffed. "Certainly Vinyl Scratch (I REFUSE to use that ridiculous stage name of hers) has her charm, but it couldn't have hurt to have at least SOME class!"

"Maybe... um, maybe Pinkie and Gray Hoof couldn't get a hold of them?" Fluttershy said.

Rarity sighed. "It couldn't be that hard. I've heard rumors that Vinyl's dating the band's cellist, Octavia."

"Oh my!" Fluttershy said softly. She didn't keep up with trends like Rarity did, but liked hearing about them nevertheless. "Really?"

Rarity grinned. "Indeed. Quite the contradiction, to have someone as refined as Octavia Philharmonica dating a hip-hop DJ. But a rather delightful contrast, wouldn't you agree?"

"If they're happy together," Fluttershy said, "then isn't that the only thing that matters?"

Rarity thought for a moment and nodded. "True, true..." She chuckled. "For someone so shy you can be quite wise."

Fluttershy blushed, smiling.

Rarity sighed. "Oh, forgive me Fluttershy. After Roneo and Starlet moved here, I suppose I've been thinking about romance a bit more than usual..."

Fluttershy nuzzled her gently. "You'll find a Special Somepony, Rarity," she said. "Somepony as pretty and talented as you is bound to find someone."

Rarity chuckled wearily. "A fine thought. But right now, of the two that interest me most, one is too young and ages far slower than I, and the other is taken."

Fluttershy blinked. She knew that Rarity was fond of Spike, but this second interest was news to her. "Oh? There's somepony else?"

Rarity blushed. "Engineer. His... rustic charm and gentlemanly nature has captured my attention,. Such a pity that he and Pyro are a couple..."

Fluttershy smiled. "You'll figure something out, Rarity. I've always admired you for your cunning."

Rarity grinned. "You are too kind, Fluttershy. Now, enough about my problems. Let us enjoy this evening."

Apple Bloom wandered throughout the party, looking for her sister. She hadn't seen her all day and was getting worried. She stopped by the food tables, where Heavy was gorging himself on a large plate of sandwiches, Medic sitting nearby and calmly sipping coffee.

"Have you seen mah sister?" she asked.

"Applejack?" Medic said. He thought for a moment and shook his head. "I don't believe so, no."

Heavy swallowed the sandwich in his mouth and said, "Little apple pony went off with Demoman to run errands. They not come back yet?"

Medic quirked an eyebrow. "Maybe zey're having zeir own party," he said, smirking.

Heavy looked thoughtful for a moment, and shook his head. "No... No, I don't think so. Demoman tell me last night he was more interested in wine seller pony."

Medic shrugged. "Zen zey are simply late coming back from zeir errands. Do not vorry, Apple Bloom. Your sister vill return before ze night is over."

Apple Bloom frowned. "Ah hope so..." she said. She looked over at Gray Hoof, who was dancing near the DJ table with Three Leaf.

Medic and Heavy traded looks. "Zomething wrong?" Medic asked, not dropping his casual demeanor, his eyes turning coldly professional.

Apple Bloom bit her lip, and said. "Fer some reason, ah keep feelin' like ah know Gray Hoof... And not in a good way... Ah just been havin' this bad feeling all night."

"Und ze feeling is centered on Gray Hoof?" Medic said softly.

Apple Bloom nodded, looking nervously over at Gray Hoof again.

Medic smiled. It didn't reach his eyes. "Don't vorry, Fraulein. Ve shall keep an eye on him," he said.

Seemingly satisfied for now, Apple Bloom nodded and trotted off. Heavy and Medic kept a cold gaze on Gray Hoof.

"...Perhaps, just in case, it might be best if I had an UberCharge ready," Medic said softly.

Heavy nodded. "Da," he said simply, coming around to Medic's side of the table. Medic's horn glowed, a healing beam coming out and attaching itself to Heavy, Medic feeling the familiar tingle of an UberCharge building up.

Gray Hoof could feel Heavy and Medic's gaze on him. He cursed Apple Bloom for getting the two of them suspicious, but didn't drop his cheerful demeanor. The song changed, and Gray Hoof and Three Leaf decided to sit this one out. Three Leaf snuggled up close to him.

"This is really nice," she said. "I'm glad that you've thrown this party."

Gray Hoof smiled warmly, hugging her. "Don't worry," he said. "After tonight, everything will be all right, and we can be truly together again."

"I hope so," Three Leaf said. "I really don't feel comfortable having to deal with that... masked THING..."

Gray Hoof sighed and kissed her. "Don't worry. Everything will be all right." He looked around, spotting Roneo and Starlet trying cajole Gladstone into going up to talk to Fluttershy, the lovestruck pony frozen in place. He started to get up to go talk them out of forcing him, when Masky Unicorn SCREAMED into his mind.

_I CAN'T DELAY THEM ANYMORE! THE ELEMENTS OF HONESTY ARE HEADED YOUR WAY! __**DO IT NOW!**_

Gray Hoof winced, and nodded. He went to his saddlebags and pulled out a small, tower-like artifact that looked like it was composed entirely of bones, a hollow blade at the top . Three Leaf looked at him curiously, Roneo, Starlet and Gladstone noticing and going over to him as he dragged it to the front of the stage.

Pinkie Pie suddenly yelped in pain. "OW!" she wailed, collapsing.

Almost immediately, Rarity, Fluttershy, Twilight, and Rainbow Dash were at her side.

"Pinkie, what's wrong?" Twilight asked.

Pinkie looked around fearfully. "Pinchy knee! Pinchy knee!" she said. "REALLY PAINFUL pinchy knee!"

The four other mares paled visibly, remembering what that particular bit of 'Pinkie Sense' meant.

"Something scary's about to happen," Rarity said softly. Fluttershy whimpered, shivering and hiding behind Rainbow Dash. Gray Hoof just stared at them incredulously as he worked, similar expressions on all the BLUs.

And then Spy and Zecora showed up.

The two of them had arrived late, but they didn't mind, having had an enjoyable chat with one another, talking about each other's worlds. Zecora and Spy made their way into town just as Gray Hoof finished setting up the artifact.

They both noticed each other at once.

"YOU!" Zecora shouted, fear and fury crossing her face.

"Oh bucking HELL," Gray Hoof muttered.

"ZOMPONY! What are you..." Zecora said, the BLUs starting at her words. She shook her head, clearing out her confusion. "KILL HIM! DESTROY THAT ARTIFACT!"

Everypony milled about in confusion. The BLUs took immediate action, and started stalking towards Gray Hoof, Spy flicking his knife out as Engineer began setting up Gem Sentry.

Gray Hoof grinned, dropping his illusion of being alive, everypony gasping in shock at his horrid, rotting real form. "ToO lAtE, fOreSt GuArDiAn," he rasped.

Apple Bloom screamed in sudden horror. "You... it's YOU!"

Three Leaf and the other Sunnytown ponies watched in stunned horror. "Gray Hoof, what are you..." Three Leaf started to say.

The BLUs charged. Before they could stop him, however, Gray Hoof slammed his hoof town on the skeletal artifact's topmost blade. He roared in pain as the artifact drained blood from him, the skeletal eyes glowing and unleashing a bright flash that tore through the town, the artifacts that Gray Hoof had been planting throughout the day catching the wave and forming a mystical border all around Ponyville.

Gray Hoof, Three Leaf, Gladstone, Roneo, and Starlet started choking, Gray Hoof returning to normal, their false Cutie Marks vanishing as they all vomited up a horrible black mist, one that quickly spread out and touched every living soul in Ponyville.

And then, as one, every stallion, mare, foal, and animal in town began to rot.

Flesh rotted, becoming blackened and falling off their bones. Eyes dissolved, being replaced by glowing red lights. Feathers molted, horns became mottled and brittle, hooves cracking as the rot took hold, the curse taking root in every living thing in Ponyville. And for each and every pony screamed in agony as their bodies rotted, the curse of undeath taking hold of them.

Save for five, who were truly alive for the first time in ages.

Gray Hoof put a hoof to his chest, grinning widely as he felt his heart beating again. "Hah..." he said, breathing heavily. He began to laugh when he realized that he was actually breathing again. "HA, HAHA! I did it! IT WORKED! Oh thank Celestia, we're alive again!" He turned to the others excitedly, wanting to see their reactions.

To say they were not what he expected was an understatement.

Roneo and Starlet were clutching to each other, looking out at the transformed citizens of Ponyville, sobbing fearfully. Gladstone was staring out at the ruins of what once had been a herd of normal, happy ponies. And Three Leaf...

"Heh..." she laughed, tears streaming down her face as she listened to the howls of agony and fear from the zomponies surrounding her. "Heh ha... Hahaha... Ha ha! HAHAHAHAHA!" She laughed, the laughter of someone who had finally broken. To Gray Hoof, it was one of the most terrifying sound he had ever heard.

"Three Leaf?" he said, shaking her. "Three Leaf, calm down! It's over! We're free! I've saved us all!"

"And damned Ponyville... " Gladstone said softly, turning a murderous glare on Gray Hoof. "And damned us all over again..."

Gray Hoof shook his head. "But we're free. The curse is lifted! We're mortal again!"

"But we don't deserve to be..." Three Leaf said, giggling madly. She pulled herself free of Gray Hoof and curled up against the stage. Gray Hoof felt his warm blood run cold as he recognized the position. It was the same one Mitta had been in for centuries, curled up and sobbing, mourning what they had done. "We derserve to be cursed..."

"Three Leaf..." Gray Hoof begged, "Don't do this. I did this for US. I did it so we could be free!"

Three Leaf just laughed insanely.

Gladstone glared at him. "No... No, you did this for you. It's the only reason you do anything, Gray Hoof."

"Yeah, well, this time it benefited all of us," Gray Hoof snapped. "Now c'mon," he said, looking out over the herd of zomponies, several of them, including the BLUs, who were starting to regain their footing after having their mortality stole from them. "Let's get out of here before they come after us."

"No," Roneo said softly.

Gray Hoof felt something fraying in his head. "WHAT?"

Starlet gave Gray Hoof a murderous look. "These ponies took us in. They knew nothing about us, and they loved us as if we were their own," she said.

"This is our home now," Roneo said, unable to even look at Gray Hoof. "We're not going anywhere."

"But they'll curse you again," Gray Hoof insisted. "Don't throw away everything I've done just because of some inane attachment to people you barely know!"

"Apparently we know them better than we know you," Gladstone said.

"Go away," Three Leaf said softly, sobbing into her hooves. "Go. Live. Just do it without us..."

Gray Hoof stared at them. His best friends. His lover. They had kept each other going for centuries after the curse.

And now... now they were throwing it all away. Throwing away the fact that he had freed them. So what if it cost Ponyville their souls? After so long, didn't their freedom matter? Wasn't it the ONLY thing that mattered?

Gray Hoof snorted, furious at the perceived betrayal of his herd. "Fine," he snarled. "I don't need any of you." He felt a dull ache in his heart the instant the words left his mouth. He tried to ignore it, turning around and leaving, feeling their gazes on his back.

None of the Sunnytown residents noticed how intently the zomponies that had recovered enough to stand were staring at them and listening.

The ruin that used to be Medic stood up. His entire body felt like it had been dipped in acid. Even thinking hurt. He could feel the wind whistling through his exposed ribcage, adding to the pain. But despite that, he concentrated, his pitted horn glowing weakly as Medic forced his magic to work.

A bright dome of blue light surrounded him, Medic visibly straining to keep it active. And to the shock of all those around him, his flesh began to restore itself.

The wreckage of Heavy staggered over to him. "cAn DoCtOr CuRe CuRsE?" he rumbled, his voice hollow and reedy due to the fact that one of his lungs had rotted away.

Medic shook his head, visibly straining to concentrate. Patches of his body were still rotted, but he looked almost normal. "No..." he said, his voice tense. "I can only hold it at bay... Get Tvilight and Trixie to come here and help me, have zem mimic the spell... And zen... Get them to bring ze foals here..."

The ruin of Cheerilee blinked, startled. "tHe FoAlS?"

Medic nodded. "My own natural regeneration is lessening the effects of ze curse on me," he said, the blue dome flickering a little. Wincing, he forced it to stabalize. "Applejack and Demoman are not here. Ve have to trust zat zey vill come back and save us, or at the very least get word to the Princesses. Until zen, ve have to hold out. If nothing else, I can reduce ze effect zis has on the children..."

Cheerilee nodded gratefully, staggering off to try and gather the foals, several BLU zomponies following to help her. Heavy went to fetch Twilight and Trixie, bringing the two mystics over to Medic.

"ArE yOu SuRe ThIs WiLl WoRk?" Twilight asked, her empty eyes glowing with unholy red light.

"I have no idea," Medic said, "Now please, just copy ze spell, increase ze size of ze healing dome. And don't talk to me, zis is taking all of my concentration."

Twilight and Trixie traded looks, and concentrated. The dome had partially healed them, so they were able to focus better than they were before. They locked on to the unique spell signature of Medic's healing magic, and began to produce it themselves, Twilight's dome slightly larger than Trixie's. The three spells merged, forming an even larger dome. One by one, foals began to be brought into the triple healing dome, the magics restoring their flesh partially and lessening the pain they suffered. Parents stayed outside the dome so as to make room for more foals, wishing desperately they could do more to lessen the suffering of their children.

Gladstone looked at Roneo and Starlet, as well as Three Leaf. Three Leaf looked catatonic, and Roneo and Starlet were holding to each other tightly, seemingly lost in their own little world. He looked up at the healing dome, at the slow progress that was being made in getting the foals into it.

He looked down, and thought to himself, _We let this happen. We should have seen it coming, that Gray Hoof would do something this drastic... We made a mistake. But we can try to make up for it. _

He went up and began helping move foals into the healing dome. When he touched the foals, the curse started to spread to him. But he was long since used to the agony. Some of the zomponies hissed at him, but he just shook his head and said, "We caused this. Let us help fix it."

The gathered zomponies stared at him, and reluctantly let him help, Gladstone picking up the zompony foals by the scruff of their necks and gently setting them inside the dome. Soon after, Roneo and Starlet began to help as well. And finally, Three Leaf recovered from her catatonia enough to start helping also.

Gray Hoof, more than able to keep ahead of the slow, shambling zomponies as they tried to attack him. He muttered to himself, trying to work out where things went wrong.

_Why? Why did they just give up like that? SUNNYTOWN is our home, not Ponyville! These ponies don't mean anything! _he thought. So wrapped up in his thoughts was he, that he didn't even noticed when Demoman, screaming in rage, came charging at him full speed.

Whinnying in fright, Gray Hoof desperately fought back, but despite how unused to his body Demoman was, his savage attacks were able to drive Gray Hoof back to the center of town, Demoman roughly throwing him in front of the stage.

"Ye BASTARD! Ye barmy git! Whut the bloody hell have you done?" he demanded. He kept facing Gray Hoof, but he couldn't help but glance around at his teammates, the sight of their zombified forms making him even angrier.

Mitta came up to Demoman, looking around in horrror. "You monster... It wasn't enough that you cursed all of us, you had to curse a bunch of innocents as well?"

Applejack immediately went to Apple Bloom, who was in the healing field with most of the other foals in town. They were still in pain, and still partially rotted, but they were mainly frightened now, the healing field having restored them to mostly normal. Apple Bloom whimpered, backing away when Applejack tried to hug her. "Sis... The curse..."

Unheeding, Applejack went into the field and hugged her sister tightly. "Ah promise you," she said, ignoring the pain as the curse started to spread to her, "Ah promise you, ah'll fix this."

Apple Bloom sobbed into Applejack's shoulder before pushing away. The curse had spread to almost half her body, and she didn't want her big sister to suffer the same fate. "You get 'em, Applejack."

Applejack tipped her hat to her sister, and turned to face Gray Hoof, whom was now being held down by both Gladstone and Demoman.

"You change everypony back," Applejack demanded. "You change everypony back, or we get Mitta to change YOU!"

Gray Hoof stared at her in horror. The zombified BLUs, Zecora, and Rainbow Dash, along with Roneo, Starlet, and Three Leaf all gathered around him, glaring down at the trapped gray Earth pony.

Applejack's teeth were clenched, her anger barely contained, her accent becoming thicker as she became more furious. "Ah hate you," she said softly. "Ah hate you more'n the monster that took m'folks. Twice now you tried to curse mah sister, and this time y'got not only her, but all m'friends and family. The only reason ah ain't killed you m'self is that dyin's too good for you. Now you fix this. You turn everypony back, or Mitta here gives you a big ol' hug."

"It's over, Gray Hoof," Three Leaf said softly, each word like a knife through Gray Hoof's heart. "This is wrong, and you know it. Change everyone back, and let's face our punishment, like we should have done centuries ago."

Gray Hoof stared up at Three Leaf's face, seeing the sadness and despair there. He looked at Roneo, Starlet, and Gladstone, seeing the anger in their faces. He looked at Mitta, seeing the cold satisfaction on hers...

And began to laugh.

"Ah ain't jokin,'" Applejack snapped. "Change everypony back!"

Gray Hoof just laughed even harder. His laughed turned into an unnerving mad cackle, and then a scream. Power erupted from his body, pushing back everyone around him, Demoman and Applejack landing next to each other.

"Your fault," Gray Hoof said, his eyes glowing blood red. "This is all YOUR FAULT! Element of Honesty! Just like RUBY! Always RUINING the party! But that's okay. I have a new game we can all play." He cackled madly, his eyes wild. Applejack and Demoman staggered to their hooves, disoriented by the blast, staring worriedly at Gray Hoof as he began to glow blood red.

Gray Hoof giggled shrilly, his mouth pulled into a disturbing grin. "I don't like doing this transformation. After the masked unicorn showed me how to do it, I swore I wouldn't do it again, as the transformation HURT," he hissed. "But I think the situation warrants it. Don't you?"

And then he began to grow. His flesh began to bulge out as his body began to grow to alicorn proportions.

But only his skeleton did.

His face tore open as his head burst through his jaws, a horn growing from his skull. Skeletal wings tore through his back, his regular body's flesh ripping apart, held in place only by the blood red aura that suffused his entire frame, his bones growing until he was slightly larger than Princess Celestia.

He laughed, and roared. Even the BLU zombies backed away, uncertain of what to do about this new foe in their weakened state.

Demoman's eye widened in dismay. "Oh bloody hell..." he said, slowly backing away.

"Any idears, pardner?" Applejack said, grinning weakly, she and Demoman backing away.

The horror that Gray Hoof had become roared, laughing wildly. "What's the matter? Afraid? Afraid of the Nightmare Grave?"

"We have to fight him," Applejack said.

"We dinnae have any weapons, and I haven't completed any fireworks yet," Demoman said.

"We have to do SOMETHING!" Applejack shouted. "This monster ruined mah town, turned everyone ah know into zomponies, and worst of all, HURT MAH FAMILY! Ah cain't let that slide!" She gave Demoman a determined look.

Demoman stared at her for a long moment, and then shook his head, smiling. "All right, all right. A Degroot never backs down, even in the face of the devil himself. I'm in."

Applejack smiled. And then gasped. The same itchy feeling from when she first met Demoman came back, a ring of magical energy forming around her neck, her coat standing on end as she felt power flow through her body. Demoman and Nightmare Grave watched in stunned shock as Applejack lifted into the air, her eyes glowing as the Element of Honesty necklace formed around her neck. The energy then lanced out, lifting Demoman into the air. The Scotsman shivered as power flowed through his body, which was being drawn towards Applejack at a fast rate.

Nightmare Grave was confused. Even with his alicorn form's enhanced senses, he couldn't tell what was going on, but he knew it was bad. His horn flared with dark black energy, pure curse magic flung at the two glowing ponies. It bounced right off of the aura they were putting out and vanished, a bright flash of magical light blinding him. He roared in frustration, dimming the glow in his eyes briefly until his vision cleared. When he looked back, the glow had faded, and Applejack and Demoman were gone.

In their place was something he had never seen before: a human. A human female with long blond hair in a ponytail and light brown skin, clad in a blue uniform and heavily padded vest, grenades hanging off of holsters on his front. A metal-lined targe with a large spike on it was on one arm, and a sheathed sword was on her back. Her powerful leg muscles bulged against her pants, a brown Stetson hat over a black knit cap on her head, an eyepatch over one missing eye. Her head was leaned back as she chugged from a bottle of Scrumpy, an unusual gun of some sort hooked onto her belt, a six-chambered weapon in her other hand. Around her neck was the Element of Honesty necklace.

She finished drinking and belched, corking the bottle and putting it in one of the large pouches on her belt. She grinned widely at Nightmare Grave, and spoke. "Well well, laddie!" she said, the voice belonging to Applejack but the accent belonging to Demoman. "It seems that yuir not the only one who can do a little shape-changin'!"

Nightmare Grave frowned. "What in blazes are you supposed to be, and do you really think you can stop an alicorn?"

The human thing snickered. "The name's AppleDemo, laddie. And yuir no alicorn. You're just a zombie who's had a growth spurt," she said, pointing her weapon at Nightmare Grave's face and firing. A cylindrical tube shot out, lighting up with a blue light as it flew towards the nightmare's face and struck him dead on. It exploded, the force knocking Nightmare Grave back into the stage.

AppleDemo grinned, and kept up the barrage, firing five more grenades that slammed Nightmare Grave back farther and farther, causing the stage to collapse on him. She smirked, reloading her launcher as he pulled himself out of the wreckage, roaring. "Come and get me, laddie!" she said, retreating into the town, pulling out the gun hooked on her belt.

Nightmare Grave roared, taking to the air and following her, his horn blazing with cursed magic. The other BLU zombies, as well as the former Sunnytown residents, watched with shock.

"We MaY nOt Be AbLe To HeLp hEr RiGhT nOw," Engineer said, looking over at Gem Sentry, who had been disabled by the curse, "BuT wE cAn GeT fOlKs OuT oF tHe CrOsSfIrE."

The others could find no fault with this. Engineer, Big Macintosh, and Pyro stayed to protect Medic, Twilight, and Trixie's healing dome and the foals, while the others began evacuating the other zomponies to their homes.

_Please be safe, _Engineer thought to AppleDemo as he tried to get Gem Sentry up and running again. _You're our last hope. _

Nightmare Grave, growling, flew above the buildings, looking for AppleDemo. He passed by the town hall, not noticing the eight spiked balls stuck to it until they exploded, blasting him to the ground. As he tried to get up, a pair of grenades landed near him, bouncing towards him and detonating in his face. The undead alicorn snarled, and started firing magic blasts wildly, the cursed energies slamming into the sides of buildings and rotting them.

He never noticed the sticky mines being planted underneath him until he was blasted into the air by them.

Nightmare Grave screamed in pain, his flesh smoldering from the blast. He managed to recover, and looked to see AppleDemo on a roof, reloading her stickybomb launcher. She waved to him, grinning mockingly.

"Didn't ye see the bloody bombs?" she teased.

Nightmare Grave roared in frustration, firing a massive blast of curse energy at her. To his surprise, she placed a sticky mine at her feet and detonated it, blasting herself over to the town hall rooftop, which had cover for her. She landed with a roll, holstering her stickybomb launcher and pulling out her grenade launcher, arcing the bombs to Nightmare Grave. Three of them landed on his face before he managed to dodge, getting caught in the blast of one of the bombs that detonated near him instead of on him.

He roared in frustration, his skeletal frame cracked from the blasts he had been receiving. "How is this even possible! I'm an ALICORN! DAMN IT, I SHOULDN'T BE DOING HIS BADLY!" he bellowed.

"I'm drunk!" AppleDemo said, pulling out her bottle and taking a swig from it. "What's yuir excuse?"

Nightmare Grave roared in frustration, flying directly at AppleDemo as she ducked behind the tower again... landing right on the carpet of sticky mines she had laid down, AppleDemo using the far edge of the blast wave to knock herself back to another rooftop.

"Didn't ye see the bloody bombs?" she teased, landing in a crouch.

Nightmare Grave roared in frustration, his skeletal frame cracked and chipped in several places. He fired a MASSIVE blast of energy that knocked her away, AppleDemo yelping as she flew through the air.

She landed roughly on somepony's bed after falling through the second story of a building, silently grateful that she didn't land too hard. Mitta, spotting her, came up to AppleDemo.

"That's incredible," she said softly, looking at AppleDemo with admiration as she picked herself up and took a swig of her Scrumpy. "Can... Can I do anything to help?"

AppleDemo looked thoughtful for a moment. "Aye, lassie," she said. "I'm holdin' him off, but only just." She turned to Mitta, an intense look in her eye. She tapped her Element of Honesty necklace, and said, "The Element showed me the truth. The curse isn't quite the same as yours. There's still time to save everypony. But I need yuir help to carry out me plan."

Mitta nodded, and AppleDemo leaned in to whisper her plan.

Nightmare Grave skulked about the square, snorting in frustration as he looked for AppleDemo. He found out where she was when she shot a grenade at his back, sending him sprawling. He staggered to his hooves, flaring his wings and roaring.

"Ye up for more, ye rotting git?" she teased, reloading her grenade launcher. She paused briefly, realizing that she was on her last grenade rounds. But she never lost her confident smile, deciding not to let on that she was almost out.

Nightmare Grave growled. "I'm done playing with you," he said. The flesh on his back began to bubble and boil, hideous mutant centipedes, as big as a pony, crawling out of him and swarming about, hissing and clicking their mandibles at her. "I'm done messing around with you," Nightmare Grave hissed. "You die now. You die HORRIBLY. And your pathetic Ponyville can suffer forever for all I care."

AppleDemo stared impassively at the gathered insect monsters... and grinned. She unsheathed the sword on her back, holding it out towards Nightmare Grave.

_HeAds... _moaned a voice from the sword, startling Nightmare Grave.

"This," AppleDemo said, holding up the blade admiringly, "is the Eyelander. Pattern wielded Damascus steel, harmonically balanced, slow-forged for generations in the bowels of English kings. Haunted by a ghost that craves the blood of heads, and makes the wielder grow stronger with the first four decapitations, any others just healin' the one holdin' it as it drains the life force of its victims." She licked the edge of the sword, grinning madly. "All ye've done is give me a perfect chance to fight head on!"

AppleDemo, letting out a battlecry, charged forward with the shield held in front of her, slamming the targe's spike into the face of a centipede, making it rear back in pain. AppleDemo swung the sword around hard, slashing the creature's head off in a single blow. The blood on the sword seemed to be sucked into it, AppleDemo's eye starting to glow as she waded into the centipedes, smashing and slashing with her sword and shield, laughing wildly as she chopped up the creatures.

Nightmare Grave was taken aback by the sheer ferocity of the attack. The centipedes managed to get a few bites in, but every swing just took another head, the moaning ghost haunting the blade healing AppleDemo with each head she took, AppleDemo's destructive kicks knocking back anything that got around her shield and sword. The undead alicorn kept backing up, producing more and more centipedes to try and devour AppleDemo, but the destructive swordswoman was seemingly unstoppable, the monsters he was producing too weak to do any real damage to her. Slowly, she closed in on him, cackling madly, her eye blazing with ghostly energy, tearing through waves of monstrous centipedes.

It was maddening. He had the power of an alicorn, and this little thing, this little monkey that somehow came from the fusion of two ponies was WINNING!

As AppleDemo tore through the last of his centipedes, he roared, slamming into her and pinning her under his hooves.

"ENOUGH!" he roared. "I've come too far, sacrificed too much to be stopped now! I don't if I have to turn all of Equestria into zomponies, but I WILL NOT BE CURSED AGAIN!"

AppleDemo just laughed. Nightmare Grave fumed. "WHY ARE YOU LAUGHING?"

AppleDemo casually took out her bottle of Scrumpy and finished it off, tossing the empty bottle aside. "That's not the question ye should be asking, boyo."

Nightmare Grave stared at her in confusion. AppleDemo grinned, and tapped her padded vest. "What ye should be asking is this: where did the bombs on me chest go?"

Nightmare Grave looked down with a jerk, noticing for the first time that the bombs on her chest were gone. He looked towards the center of town. The artifact that had extracted the curse in the first place was still there, but Mitta had rigged the six grenades around it, strapping them tightly to the still glowing artifact.

"NOOOO!" Nightmare Grave roared. Mitta heard him and smirked viciously, waving as she triggered the bombs. The explosion shattered the artifact, Mitta getting blasted into the air as a wave of black energy shot out, clearing away all the rot and restoring every living thing that had been affected by the curse back to normal.

Everypony nearly collapsed in relief, parents coming to collect their foals and hug them tightly as Medic, Twilight, and Trixie nearly collapsed, their heads throbbing from forcing their magic for so long a time. Big Macintosh, gasping as he finally regained the ability to breath, smiled as Apple Bloom came up to him, nuzzling him.

"Looks like yer big sis did it," he said. Apple Bloom nodded proudly.

Mitta, who had landed on a hay bale, laughed, sighing in relief that Gray Hoof's plan had been defeated.

Nopony noticed as Roneo, Starlet, Three Leaf, and Gladstone began to rot, the curse taking hold of them once more.

Nightmare Grave screamed, clutching his head and trying to figure out where his plans went wrong.

AppleDemo just smirked, pulling a stick grenade out of one of her belt pouches. "You lose, boyo. Welcome to the DOMINATENING!"

And then he smacked him in the face with the grenade.

The resultant explosion destroyed both transformations, Demoman and Applejack flying in different directions, Demoman landing headfirst in a barrel as Applejack landed in a flower cart, dazed but otherwise fine, her Element of Harmony necklace still around her neck.

Nightmare Grave bellowed as he fell end-over-end. His demonic form dissolved as he fell, Gray Hoof falling out of the dissolving remains of Nightmare Grave. He landed roughly, groaning in pain, screaming as his flesh melted, the curse taking hold of him again.

"NoOoOo..." he moaned softly. He wanted to cry, but his tear ducts had rotted away when the curse took hold of him again. He staggered to his feet, only for a great, looming shadow to cover him.

Heavy smiled cruelly at him. "I have PLAN for you," he said. His body became covered in blue armor as he was UberCharged, a tired-but-amused looking Medic standing behind him. "MORE PAIN," Heavy finished, tackling Gray Hoof and slamming him into the side of a building, the UberCharge protecting him from the curse.

The other BLUs, along with Twilight, Rainbow Dash, Fluttershy, Rarity, Trixie, Spike, and Pinkie Pie, were helping Applejack and Demoman up.

"You okay, AJ?" Twilight asked.

"No fair doin' somethin' cool when I can't see!" Rainbow Dash teased.

"That was incredible!" Fluttershy said softly.

"A most spectacular perforamance," Trixie said, nodding.

"Spectacular?" Pinkie Pie said, bouncing around happily, glad that every motion wasn't pure agony anymore. "It was SUPER-SPLENDER-RIFFIC!"

"TOTALLY AWESOME!" Spike agreed.

"You're a true hero, Applejack. You, Demoman, and that Mitta saved us all," Rarity said. She looked over the dazed expression on Applejack's face, frowning and asking, "But yes, are you all right?"

Applejack giggled dazedly. "I need a bloody drink," she said in Demoman's accent. She shook her head, clearing it, and said, "Ah'm fine, girls. Just shook up from smackin' an alicorn in the face with a grenade."

"Still, you two managed to beat him! A Nightmare Moon-type baddy, all on your own!" Pinkie cheered.

"No," Applejack said softly. "All I was really doin' was delayin' him long enough to form a plan, and weakening him by making the curse go back to him. The only thing keepin' him from just utterly killing us was the fact that he wasn't used t'his powers yet..."

Twilight frowned, and turned to the BLUs to get their take on it. They were still pulling out Demoman, the Scotsman laughing and singing drunkenly. When they finally did pull him out, everypony gasped.

Around Demoman's neck was a second Element of Honesty, cast in silver instead of gold.

And then, as the moon shone in the sky, a blood-curdling scream of rage echoed throughout Ponyville.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Princess Celestia was growing more and more frustrated by the second. The masked pegasus was a step ahead of her each time, and no matter how fast she teleported, he would always dodge away. She needed to catch him and question him. So long had she been chasing him, that she didn't even notice when the sun went down.

Brickhouse's blood ran cold as he felt himself turning back to normal. He tried to fly into a cloud and hide, but Celestia was on him in moments, grabbing him and teleporting back down to the castle.

"GOTCHA," she said, roughly yanking the mask off of Brickhouse's face. She blinked, startled to see a perfectly normal pony beneath the mask.

Brickhouse grinned weakly. "I can explain," he said.

Celestia snarled. "Explain it to the guards," she said. She looked up to call for them, only to see Princess Luna and two of her Night Guards there, looking at her worriedly. "Have your guards take him away and prep him for interrogation!" Celestia snapped.

The guards looked at Princess Luna worriedly. She nodded, and the bowed, dragging Brickhouse off, the third one staying to check on Celestia, who was visibly forcing herself to calm down. She looked up at the sky, blinking in confusion. "...Why is the moon up?"

Princess Luna frowned, and said, "Celly... You were chasing that pegasus all day. You missed the scheduled time, I had to lower the sun and raise the moon on my own."

Celestia blinked. Had she really been chasing that fool all this time? "For... Forgive me, Luna. I've been... somewhat... stressed, lately..." She started to say something else, but stopped. Both she and Luna felt a cold presence, one that Celestia hadn't felt in centuries.

"Sister?" Luna said, shivering as she looked towards Ponyville, the direction she felt the presence coming from. "What is this... I feel something foul in the air..." She turned to her sister, only to gasp, stepping away from her.

Celestia's face was contorted with rage, her mane and tail changed to fiery coronas. She screamed, a primal scream of fury that sent shivers down the spine of every pony who heard it, and vanished in a blaze of light.

She reappeared out of a fireball that suddenly appeared above Gray Hoof. The zompony stared in frightened shock. Celestia looked around, sensing in the minds of Twilight and the others what had been going on all day. And her rage grew even more.

"YOU!" Celestia roared, the Royal Canterlot Tone in full effect and far more frightening than Luna had ever been able to manage. "I HAVE NOT FORGOTTEN YOU, GRAY HOOF!"

Gray Hoof screamed, and ran for his life. Celestia, flames blazing around her, trailed after him. Gray Hoof only got as far as the center of town when Celestia knocked him down with a blast of flames.

"PlEaSe," Gray Hoof moaned, "I jUsT wAnTeD tO bE fReE..."

Celestia was breathing heavily, her hoofsteps leaving pools of flame as she passed. "Instead of seeking penance for your crimes, instead of atoning for those horrible ritual murders, you chose to foist your curse on more innocents, adding to your sins!" She whinnied in fury, rearing up as she screamed. "You have done nothing but commit sin after sin! It seems that denying you the comfort of the sun and moon was not enough! Now I shall deny you everything!"

Gray Hoof's eyes widened, and he tried to run, but vines burst out of the ground, wrapping around his legs and holding him done. Celestia's eyes glowed as she intoned the sound of Gray Hoof's damnation.

"What I have done, I now make worse! Foul one I now EXPAND your curse! May your fate be feared, from shore to shore! BE THOU ALONE FOREVER MORE!"

From Everfree, a hand composed of screaming faces etched in wood reached out, extending through the town. The screams coming from the faces echoed throughout Ponyville as it rapidly reached into the center of town and grabbed Gray Hoof. The zompony's screams mixed in with the screams coming from the arm as it rapidly withdrew, dragging Gray Hoof, screaming and begging for mercy, back into Everfree Forest, everypony in town watching in stunned, fearful silence.

Celestia turned, her eyes still glowing with rage, on the other Sunnytown ponies, who flinched under her gaze. She took a step towards them, but felt a gentle touch on her shoulder. She whirled, seeing Luna there, along with the BLUs and Twilight and her friends, all staring at her fearfully.

She looked around at the other townsfolk. She saw the fear in their eyes. She saw herself reflected in a fallen pane of glass, saw her fearsome visage... and felt shame. She lowered her head, her mane and tail returning to normal, drooping sadly.

"Forgive me," she said to the gathered ponies. "Gray Hoof... when I first discovered Ruby's murder, I had just lost Luna to Nightmare Moon. The sheer cruelty of what he did, the blasphemy... I lost myself, and have not been able to recover it..."

The gathered ponies didn't relax, parents hugging their children nervously, not sure of what to make of what they saw. Celestia lowered her head, turning away shamefully and going over to Luna. "Forgive me..." she said softly.

Princess Luna frowned, turning to Applejack. "I wielded the Element of Honesty before you. As Celestia mastered her Element of Laughter, so I to mastered Honesty. I know the power, the liberating power that the Truth can hold... and I know when all it will do is hurt. I know when a lie is easier to take."

Applejack flinched, reminded of how Discord broke her during his escape.

Princess Luna stepped forward, her horn glowing. "I am Luna, Princess of the Moon and Ruler of the Night... and Ruler of Dreams." A soft gentle glow came from her horn, suffusing the entire town, touching everyone who had been hurt by the curse. "Let your dreams be sweet tonight. Let nightmares never touch you. Let your memories be not of horrors, not of undeath, but of a glorious victory for the heroic Applejack and Demoman."

Everypony's eyes began to glow. The memories of what happened shifted, Luna's power completely and irrevocably altering their memories of the night. Instead of the pain of zombification, of Gray Hoof activating the artifact, their memory changed to Applejack, Demoman, and Mitta arriving in time and destroying the artifact, Gladstone, Roneo, Starlet and Three Leaf holding Gray Hoof off long enough for the three of them to arrive. Instead of seeing Gray Hoof become a skeletal horror, they saw him become an armored alicorn with a grave motif, similar to Nightmare Moon's appearance. Instead of seeing Gray Hoof dragged off by a monstrous hand summoned by a goddess gone mad with rage, the memory changed to one of Celestia, calm and collected but with righteous anger in her voice, teleporting Gray Hoof away in a simple flash of light. The memory of fear, of pain, all of it vanished, replaced with memories of AppleDemo heroically defeating Nightmare Grave. Everypony visibly relaxed as the false memories overwrote the fake ones, infants ceasing their crying and falling peacefully asleep in the forelegs of their parents.

The five zomponies sensed the change in memory, but were retained their original memories. The BLUs were unaffected as well, as were Twilight, Rarity, Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy. Twilight shivered, unhappy that she retained the memories, but glad Spike was affected by the spell.

But to Luna's shock, three others were unaffected as well: Trixie, Zecora, and Derpy. They looked at each other worriedly, wondering why they were unaffected by the spell.

"Princess," Derpy said softly, coming up to Luna as she finished casting her illusionary memories, "We still remember what really happened."

Luna and Celestia traded shocked looks. Celestia frowned, and said, "Meet us at Twilight's library later tonight. We'll talk then. In the meantime..."

The two princesses turned their attention to the four zomponies gathered near the ruin of the stage. They bowed to her, Three Leaf coming forward and saying, "We accept that what we have done is wrong. We accept our guilt for our part in Ruby's murder, and for all the murders that happened before and since. We accept your judgment, whatever it may be."

Cheerilee stepped forward, coming in front of Three Leaf. "Princess... They did turn against Gray Hoof when they realized he was doing. They didn't help him at all."

Others spoke up for the four of them. Celestia frowned, considering everything. Gray Hoof HAD been the obvious ring leader, and they did seem truly penitent...

After a moment, Celestia sighed, and said, "You have too much complicity in Gray Hoof's plans for me to offer forgiveness. However, I can allow you to be reborn, so that you may have a second chance at living an honest life." Her horn glowed, an aura of golden light surrounding the four zomponies briefly.

Their bodies started to dissolve into sand, a numbness spreading through them. Their bodies reverted to their normal states as they dissolved, the citizens of Ponyville watching sadly as the four ponies they had come to befriend vanished.

"It's all right," Three Leaf said softly. "This is our chance at redemption."

"Thank you for being our friends," Gladstone said.

Roneo and Starlet hugged each other. "We hope we'll meet at least some of you again someday," they said.

And with that, they were gone, dissolved into dust which quickly blew away on the wind. The ponies who were watching shuffled uncomfortably.

Celestia sighed again, turning to Mitta. To Celestia's surprise, she actually had a Cutie Mark. "I remember you," she said softly.

"Yes..." Mitta said, "and I accept full responsibility for my part in my sister's murder. I..."

Celestia smiled benevolently, the warm smile that everypony that knew her had come to love. "I remember seeing you being held back by the others. You tried to save your sister, Mitta."

Tears flowed down Mitta's face. "I... I should have saved her... I couldn't do anything..."

Celestia nuzzled her, Mitta gasping. She flinched reflexively as the curse tried to spread to her, but the alicorn stayed in contact long enough to make the gesture affectionate. "The point is that you tried," she said. "Nopony can get anywhere in life if they do not try. In my rage at what happened, I did not discriminate in who I cursed. And that was wrong. You didn't deserve to suffer their fate, Mitta. And I hope that one day you can forgive me." Shocking everyone, she bowed to Mitta.

"Please... Please, Princess, stand up..." Mitta said, a stunned expression on her face.

Celestia smiled benevolently as she stood up. "How did you get your Cutie Mark, Mitta?"

Mitta looked to the shield and moon symbol on her flank. "I... When the others started making their deals with the masked unicorn, I refused. I realized that they were going to try it again. Ruby... My sister's ghost had stayed with me all this time. She talked to me, reminded me that I saved Apple Bloom earlier from falling under Sunnytown's curse. And I swore that I would do everything in my power to make sure that nothing like what happened to Ruby would happen again. That's when this appeared, and I gained the ability to leave town."

Celestia grinned, turning to Luna, who had a similar grin on her face. Celestia turned back to Mitta, and touched her glowing horn to Mitta's forehead. "You are hereby free of the curse of Sunnytown," she said, a light moving throughout Mitta's body. "Know that your sister forgave you long ago. Live your life, Mitta. Love, and be loved. For the light of day and night is yours to enjoy once more."

Mitta shivered, the coldness leaving her, filling her with a warmth she hadn't felt in ages. She gasped, taking a deep breath... and began to laugh, realizing that she was actually breathing for the first time in centuries. The crowd cheered, Apple Bloom coming up and hugging her. She flinched reflexively, fearing the curse... but when nothing happened to Apple Bloom, she hugged the foal tightly, tears of joy streaming down her face.

Applejack came up to her, smiling. "Thank you. For saving mah sister back then, and for helping to save the town tonight," she said.

Demoman came up to her as well. "Ye did good, lassie. Yuir sister would be proud of you."

Mitta smiled. "I certainly hope so," she said.

Before anything else could be said, Princess Luna came up to them. "My sister has requested an audience with you all in the library. Please meet us there at your earliest convenience. Princess Celestia will be there a bit late, as she wants to arrange the repair efforts with the mayor," she said, looking curiously at Demoman's Element of Honesty necklace.

Applejack, Mitta, and Demoman all traded worried looks, wondering what this was about. Applejack, after checking on Granny, had Big Macintosh take her and Apple Bloom back to the farm. Demoman checked on Berry Punch and Ruby, the two shaken badly, but otherwise fine. They then joined up with the others as they trudged over to the library, Derpy arriving last due to arranging for Sparkler to watch Dinky while she was out. Spike had gone to bed early, just wanting to sleep after all that chaos, and Luna asked Mitta to wait outside. The others murmured quietly amongst themselves until Celestia arrived, striding smoothly through the doorway.

"I wish to discuss with you all what happened tonight, and its final results," Celestia said.

"Ye mean me new jewelery," Demoman said, idly looking over the Element of Harmony around his neck.

"Is confusing," Heavy said. "Little flutter pony and I merge, but I not have Kindness necklace."

Engineer tapped his chin thoughtfully. "Actually... Y'all said that Fluttershy was under the same spell of corruption Miss Twilight was?"

Heavy nodded, Spy, Fluttershy, and Twilight Sparkle shuddering at the memory of that horrid experience.

Engineer nodded. "And y'said that your mind was mostly in control... Demoman, Applejack, what was being AppleDemo like?"

The two Earth ponies traded amused looks. "Well..." Applejack said, "It felt like..."

Demoman hmmed thoughtfully. "It felt like both of our minds were workin' at the exact same time."

"Yeah, that's it. Like ah was me but ah was also him at the same time," Applejack added, nodding.

Engineer thought for a moment and nodded. "That's it, then," he said. "The corruption prevented a proper merging. If y'all ever become FlutterHeavy again, then you'll end up with a Kindness neckless of y'own."

Heavy nodded, satisfied by this explanation. Medic frowned. "Which brings me to mein next question," he said.

"Why weren't any of you affected by Luna's Sweet Dreams illusion?" Celestia said, nodding. "A good question. For Twilight and the others, their Elements protected them from the lie. And as for the BLUs..." She frowned. "This is merely a guess, but if the merges continue, then it can be said that they were protected by their own connection to the Elements of Harmony."

"Could it have been the Elements themselves that pulled us here?" Pyro asked, nuzzling in close to Engineer, trying to shake off the feeling of coldness from zombification.

Celestia shook her head. "That I do not know," she said.

"We have been around for a long time," Luna said, "But there are things that elude even us, even about the Elements of Harmony."

"Not exactly a comforting answer," Rainbow Dash muttered. While waiting for Celestia earlier, she had asked if Luna could restore her sight. She couldn't as the injury had been caused by the Smooze and needed Zecora's specific potion to counteract. She had stopped Luna before she could explain in graphic detail what trying to use magic healing on a Smooze injury would do...

"A fine theory," Trixie huffed, "but that still doesn't explain why Derpy, Zecora and I weren't affected! We aren't connected to the Elements of Harmony!"

Which in turn triggered a random thought in Spy's mind. "Wait a moment," he said, "If we are, as the Princess suggested, connected to ze Elements of Harmony, and zey did have a hand in bringing us here... why bring all nine of us? Zere are only six elements."

Celestia frowned, turning to look at the shelves. "Twilight, would you bring me the reference guide to the Elements of Harmony?"

Twilight blinked, and nodded, telekinetically levitating the book from up in her room, where she had been reading it casually. She gave it to the Princess, who flipped through it, eventually pausing on a page close to the back of the book, pointing to a small paragraph, almost a footnote. She read it aloud.

"'In the time before the Sisters of the Sun and Moon, when LaurFaustia, the Mother Goddess reigned supreme, there were nine Elements of Harmony, created from the holy magic of the Rainbow of Light. These three Elements were shattered in battle against the dreaded Discord. It is a sad thing, that the Element of Love, Element of Trust, and Element of Hope were destroyed, but we must keep all three alive in our hearts.'"

Luna shook her head, irritated. "Shameful. Shameful that something about the time of our mother would be treated as a footnote."

Rainbow Dash frowned. "Even I can tell that's sloppy editing," she said.

Derpy blinked. "Wait... If there are these three missing elements... Does that mean the three of us are them?" she said.

"They were destroyed, weren't they?" Scout said, frowning.

Twilight shook her head. "I thought that Nightmare Moon destroyed the six Elements of Harmony when I faced her. But I was able to revive them when I realized how strong the friendship I had developed with Applejack, Fluttershy, Rarity, Rainbow Dash, and Pinkie Pie was."

Celestia nodded. "The Elements of Harmony are forces of pure magic. The physical form they take, the necklaces and the Crown of Friendship, is not something they are limited to. While I am sorry that my sister's magic couldn't replace the memories of horror with calming ones, I firmly believe that the revival of the missing three Elements is a good thing."

Spy hmmed thoughtfully. "It would be best, I zink, if zat information doesn't leave zis room, however..."

Everyone looked at Spy curiously. He shrugged, and said, "In any kingdom, even as one as peaceful as Equestria, zere are zose who would exploit anyone for any political purpose."

Celestia scowled. "As I have learned the hard way over the centuries..." she muttered.

Spy nodded. "If it were to get out zat Zecora, Trixie, and Derpy are potential new Element bearers..."

"Then soon the three of us would see, people wanting to exploit these returning Harmonies..." Zecora said.

Celestia nodded. "Very well then. Spy, I agree with your idea, and must now ask that all of you be sworn to secrecy."

One by one, each gave their consent. Celestia nodded, and said, "Mitta, you can come in now."

Mitta, smiling nervously, stepped in. Celestia and Luna smiled at her. "You are our last order of business, dear. What can we do to help you get settled into your new life?"

Mitta blushed. "Actually... I was wondering if you could set me up in a place like Manehattan, or Canterlot?"

Everyone traded confused looks. Mitta sighed, and said, "While I was waiting outside, I realized that I still want to help people. That's what this Cutie Mark means. I'm a defender. And I want to do everything I can to help those in need. It's just that here..." She chuckled, and gestured to the gathered BLUs. "Ponyville's pretty much set."

The BLUs all smirked at each other. Scout chuckled. "Sounds like yer plannin' to be a superhero or somethin'."

Rainbow Dash suddenly stiffened, grinning wickedly as an idea occurred to her. "Who am I closer to, Princess Luna or Princess Celestia?" she asked.

"Princess Luna," Pinkie Pie said. "Why?"

Rainbow Dash stood up, and got Princess Luna to lean down towards her, whispering in her ear. The same wicked grin spread over Luna's face as Rainbow Dash talked. She excused herself, teleporting away for several minutes before reappearing, a necklace held by her magic. She placed it around Mitta's neck.

"Thank you for your gift," Mitta said, "But what is it?"

Princess Luna smirked. "A little something to help you _do well _in your new life."

Twilight's eyes widened, and she stared at Rainbow Dash incredulously. The pegasus said nothing, she just kept a catlike grin of mischief on her face. After a moment, Twilight shook her head. _Nah. She hated that scheme. And we did kinda let it go to our heads ourselves... _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Gray Hoof groaned, slowly pulling himself to his hooves. He looked down at himself, surprised to see that he was no longer a zompony, and then around, seeing that he was back in Sunnytown, near the entrance, although any sign of vegetation was gone. Even the bugs were gone. He frowned, and began to sit back, but the moment his tail touched the border, a blast of pure agony shot through him, sending him scrambling back into town. He whirled, seeing a solid wall of energy around the gate.

"She's locked me in..." Gray Hoof said. He looked around the empty town, wondering just what it was that haad been done to him.

And then all three Maskies walked in. Gray Hoof shivered fearfully, walking towards Masky Unicorn. "I can explain," he said. "I made some mistakes, but..."

The three Maskies passed right through him, as if he wasn't even there. Gray Hoof whirled, his eyes widening in fear. "Wait, what..."

_WhErE'd ThE tOwN gO? _Masky Pegasus asked, looking around in confusion.

_I kNoW iT wAs hErE, _Masky Earth pony said.

"Whu..." Gray Hoof said, "It's RIGHT HERE!_ I'm _right here!"

Masky Unicorn remained silent, looking around steadily as its partners examined the area passing through buildings like they were just shadows, Gray Hoof becoming more and more desperate to get their attention.

_LeT's GeT oUt Of HeRe_, Masky Pegasus said, shivering. _I'm StArTiNg To GeT tHe CrEePs... _

_So Am I, _Masky Unicorn said, chuckling. _oH dEaR, iT sEeMs CeLeStIa WaS aNgRiEr WiTh HiM tHaN i ThOuGhT..._

Masky Pegasus and Masky Earth pony traded confused looks and looked to Masky Unicorn for clarification.

_ A gEaSs HaS bEeN pLaCeD oVeR tHiS lAnD, wHaTeVeR wAs HeRe BeFoRe ShIfTeD oFf ThIs PlAnE oF eXiStEnCe. ThE sPeLl WiLl MaKe It So ThAt WhOmEvEr EnTeRs ThIs ArEa WiLl BeCoMe MoRe AnD MoRe aFrAiD. nO lIfE wIlL eVeR cOmE iNtO tHiS aReA eVeR aGaIn, _he said.

Gray Hoof shook his head, the implications sinking in. "No... No no no no no..."

_WoW... _Masky Pegasus said softly.

_ThErE iS mOrE, _Masky Unicorn said, chuckling. _ThE pErSoN tRaPpEd? ThE sPeLl CrIpPlEs ThEiR iMaGiNaTiOn AnD pReVeNtS tHeM fRoM gOiNg InSaNe. ThEy WoN't EvEr Be AbLe To EsCapE tHe LoNeLiNeSs ThAt ThE CaStEr WaNtS tHeM tO sUfFeR! _

The three Maskies laughed, and filed out of what was, to their eyes, an empty, lifeless circle of land. Gray Hoof began to scream, running helplessly about the town that was now his prison, unable to escape the fact that he had been condemned to an eternity of solitude...

_**TO BE CONTINUED...**_

_Author's Notes: Yes, I did take some liberties with loadout and gave AppleDemo more than the usual three weapons only that Demoman and the other classes are allowed to carry in game. Whenever a BLU is human, they will have all the weapons I think they can effectively carry. That's a minor enough detail that I don't think it counts as a spoiler..._


	7. Silly Symphony

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 7: Silly Symphony**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts three days after the events of the previous chapter. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Noon..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Everypony seems to be doing well after the whole mess with Nightmare Grave," Twilight said.

"Better than us, at any rate," Rarity said, yawning, "I had the worst nightmares last night."

Twilight chuckled weakly. "So did I and a lot of the others. Applejack and Demoman seem to be the only ones who are doing fine."

Rarity huffed, and lowered her voice. "Considering they avoided zombification and actually managed to put up a decent fight against a Nightmare? I'm not surprised." She yawned again. "Where's Spike, anyway? And Trixie, for that matter?"

"Trixie's helping Applejack with some bookkeeping. And Spike's at home, sleeping," Twilight said. "I gave him the day off."

"Lucky Spike," Rarity chuckled. "Fortunately, I'm all caught up on my dress orders, so I can take it easy today as well."

"Celestia knows we all need it," Twilight said.

"Probably why she arranged SUCH a lovely day!" Rarity smiled, closing her eyes and letting the sun's warmth wash down over her.

It was Twilight's turn to lower her voice. "Speaking of," she said softly, "A royal guard is being assigned to Ponyville. She's supposed to arrive today."

Rarity nodded. "Why are you whispering?" she whispered.

Twilight sighed. "Officially? She's here on vacation to spend time with family. I'll be meeting her at the library after lunch today. Beyond that, the Princess said that the guard would explain everything to the Elements and the BLU once she got here," the lavender unicorn said, a worried look on her face .

Rarity frowned. "Twilight, darling, what's wrong?"

Twilight hesitated, and said, "I'm worried about the Princess. She's been... acting strangely ever since shortly after the BLUs arrived. And I've never seen her that angry before..."

Rarity shivered, remembering the sight of Celestia's mane and tail ablaze with solar fire, of the chilling fiery hoofprints she left as she stalked after Gray Hoof... She managed to smile, and whispered, "I'm sure it's just stress from the Smooze affair. A few days time, and she'll be right as rain."

Twilight managed to smile. "I hope you're right," she said.

Rarity perked up, an idea coming to her. "I have an idea! It'll make you feel right as rain, after all that's happened," she said.

Twilight shook her head. "I don't want to go to the spa, Rarity," she said. "I don't like massages. I've never really been comfortable with somepony else's hooves all over me."

Rarity blushed, looking innocent. "Er... What makes you think I was going to suggest a spa trip?"

Twilight smirked. "You always want to go to the spa," she said.

Rarity blushed even brighter, Twilight noting with amusement that the sight of someone as lovely as Rarity blushing would have made Spike faint with desire. "Have I become that predictable?" the marshmallow-colored unicorn said softly.

"Nah," Twilight said, nuzzling her affectionately. "I've just known you long enough to guess right now and then."

Rarity grinned, and and sighed. "I may go to the spa anyway... If nothing else, to help get this feeling of cold out of my system..."

Twilight nodded, shivering. The pain from their zombification had faded, but there was still a pervasive cold that left them both stiff. She then blinked, a thought occurring to her. "Why not take Pyro to the spa? She might like it. She accepted that ribbon Fluttershy gave her well enough," she said.

Rarity cringed. "I actually tried yesterday," she said. "She said she's uncomfortable in places with lots of moisture. Plus... While I asked her to be polite, I'm glad she refused. She... frightens me, honestly. I'm honestly afraid that she'd try to burn the place down. Lotus and Aloe are excellent at their work, but they can be a little forceful at times. Pyro strikes me as the type who'd force BACK."

Twilight frowned. "I guess that makes sense," she said.

"All right, troops!" they heard Soldier barking. "Line up! We'll start warm ups today with a quick ten laps around the edge of the fence!"

Twilight and Rarity both turned to watch with mild amusement as Soldier, visibly restraining himself from yelling insults like a true drill instructor, led the foals in exercise.

"If nothing else," Rarity said, "the BLUs seem to be adjusting to Ponyville life fairly well."

"Amazingly enough," Twilight said, nodding. "I've been talking with Engineer about the devices he uses in combat... not so much the Sentry but the Dispenser and Teleporters. They're really quite fascinating. I thought teleportation was only possible through magic, but Engineer has managed to harness translocation energy in a manner that pegasi or Earth ponies could recreate."

Twilight babbled on for a moment, Rarity tuning out the overly wordy parts. Not as much as usual, as she was interested in Engineer, and learning about his work seemed like a good way to get close. One thing in particular got her attention. "Once he has a proper lab set up for himself," Twilight said, "we're going to try to improve on his teleporters to try and get them home."

Rarity found herself strangely bothered by that.

They spotted Sniper and Rainbow Dash on a roof. When they started to call out to her, Sniper shushed them and motioned them forward. He turned to Rainbow Dash and said, "All right, sheila. Who just showed up?"

"This is so stupid..." Rainbow Dash said, staring ahead in annoyance.

"Indulge me," Sniper said.

Rainbow Dash sighed, rolling her eyes. "Okay, okay... I feel a weird tingling on my coat, kinda like when I'm near a strong thundercloud... Gotta be a unicorn. Most likely Twilight, if I'm feelin' it up here. She's pretty much the powerful unicorn in town."

Twilight blushed. "I'm not that strong," she said.

Rainbow Dash quirked an eyebrow, amused. "Twilight. During that whole Mare-Do-Well mess, you put a collapsing dam back together BY YOURSELF. It'd take at least twenty regular unicorns otherwise."

Twilight blushed, grinning.

Sniper nodded. "That's one, who's the other?"

"Rarity," she said simply. Sniper blinked, surprised at how quick she answered.

Rarity blinked. "I was that easy to identify?"

Rainbow Dash smirked. "You're wearing too much of that frilly lilac perfume that always gives me the munchies." She blinked, and added, "That reminds me... Is it lunch yet? I'm starving."

Sniper shook his head, chuckling. "Sure, sure," he said. "C'mon, it's my treat."

The two pegasi came off the roof, Rainbow Dash landing far more hesitantly than she usually would due to her blindness. "I know this great restaurant," she said, "that's got the best veggie burgers you EVER had. You're gonna have to find it for me, though..." She frowned, really hoping that Zecora's potions would work in the shortest amount of time.

Sniper smiled. "Don't worry, Dasher. By the time I'm done, you'll be able to find every place in Ponyville without even looking," he said, his wings flickering slightly. Rainbow Dash smiled.

Twilight paused.

As Sniper and Rainbow Dash left, Sniper's wings flick-flickering again, Twilight frowned. _Wings flicking like that is a sign of growing tension in a pegasus, _she thought, remembering one of the many psychology books she had read. _Maybe... Maybe I should keep an eye on Sniper. Just in case. _

Rarity didn't notice Twilight's expression. She was sniffing herself, frowning. "Twilight... do you think I wear too much perfume?"

Twilight blinked. It took her a moment to register the question. "Wha... um..." she bit her lip, and said, "Well, maybe a little..."

Rarity sighed. "Well, maybe I've been overusing it a little... Better a flower smell than... well, the other one."

Twilight cringed, knowing exactly what she meant. Because of Luna's illusions she, the other Elements, and the BLUs were the only ones who noticed the slight lingering scent of Nightmare Grave's curse...

Rarity excused herself, heading for the spa. Twilight sighed and headed for the library, when Spy faded into view in front of her. She yelped, jumping back as Spy came forward, looking in the direction Sniper left.

"Don't do that!" she said, clutching her chest.

"Sniper's wings flickering like zat," he said sternly, "it means zomething, doesn't it?"

Twilight nodded. "It's a sign of nervous tension in pegasus ponies," she explained.

"Damn," Spy cursed. "I've been worried about zis..."

Twilight gave Spy a worried look. "What do you mean?"

Spy sighed. "Sniper, Engineer, Scout, Demoman, Medic, and maybe Heavy still have families. I say maybe for Heavy because he hadn't heard from his mother and sisters in a long while, despite sending money to zem frequently. Sniper has his parents, Engineer a daughter whom he adores, Scout a mozzer and several older brozzers, Demoman a mother, and Medic an ex-wife that he's on good terms with. My concern is zat they may become unstable over time..."

Twilight stared in the direction Sniper and Rainbow Dash went. "I have... a little experience with mental instability..."

Spy smirked. "Yes, your assistant told me of your little 'breakdowns.' Both the one involving the friendship lesson snafu, and the time travel incident." he said.

Twilight blushed. "How did you convince him to tell you and why did you even want to know?"

Spy snickered. "You'd be amazed at how easy it is to bribe him. All it cost me was some cookies from Sugar Cube Corner and some caramel treats from Bon Bon's confectionary," he said.

Twilight grumbled. She'd have to have a talk with Spike later.

Spy's expression became serious, and he added, "As for why... I am ze Spy. It is my job to know anyzing and everyzing about everyone."

Twilight's ears went back on her head. "Not exactly comforting to know..."

Spy snickered and shook his head. He looked at the direction Sniper and Rainbow Dash went off in. "...Mademoiselle Sparkle, I may need your help on zis. Because of our new bodies, it is harder for me to read when my associates are having problems."

Twilight nodded. "I'll do what I can. You've all done so much for Ponyville already, helping you in return is the least I can do."

Spy smiled. He was wearing his balaclava today, but even with it on, he still had that amazingly charming, handsome smile. "Zank you, Mademoiselle," he said, disappearing again.

At which point Demoman appeared, startling Twilight again and causing her to stumble forward. Twilight grumbled, and picked herself up again and dusting herself off. She turned to Demoman, who had a pained look on his face.

Behind him was Lyra, who had an excited grin on her face.

"Ye mind helpin' me get rid of her, lass?" he said. "This daft fool's been pesterin' me all day."

Twilight shook her head, grinning. Bon Bon had told her once that Lyra believed that Equestria was once dominated by a bipedal race (she couldn't remember whether Bon Bon had used the word 'human' or not), and that ponies had just inherited their culture once they died out. For Lyra, seeing AppleDemo in action must have been a dream come true.

"Lyra been pestering you with questions?" Twilight asked, smirking.

"ALL BLOODY DAY," Demoman growled.

"I'm not giving up, Twilight! FINALLY my theories can be proven!" Lyra said, grinning widely.

Demoman gave Twilight a pleading look. Twilight chuckled. "Firstly, Demoman and the other BLUs came from another world, not the past. Secondly, didn't you promise to help Bon Bon with that big sale today?"

Lyra flinched, as if struck. She looked at the clock, and dashed off, forgetting about Demoman completely. The Scotsman sighed in relief. "Thank ye, lass."

"Lyra's a decent pony," Twilight said. "Totally devoted to Bon Bon. She can just be weird sometimes."

Demoman nodded, looking back in the direction Lyra ran off in. "Aye, I got that feelin,'" he admitted. "I just wish she wouldn't be so bloody bothersome with the questions. I have things to do today!" He gestured to the satchel on his back, which had a Sugar Cube Corner logo on it.

"Helping with sales?" Twilight asked, smiling.

Demoman nodded. "Aye," he said. "I'm supposed to meet up with the Cakes at Filthy Rich's residence te help with a party they're catering. Silver Spoon's birthday is coming up."

Twilight nodded. "I'm sure it will be quite lovely," she said.

At which point Doctor Whooves, smoldering and charred at his ends, landed in front of them both, a wide grin on his face. "BRILLIANT!" he said, laughing.

"Are you okay?" Twilight said, checking on the singed Earth pony as he shook himself off.

"Fine, fine, I'm fine," he said, laughing. "I'm making real progress with my latest project." He coughed out a puff of smoke and stretched to work out the kinks in his back. "Just wish I knew why the bloody thing kept exploding."

Demoman looked thoughtful for a moment. "What's yuir setup? Engineer sometimes has that problem."

Doctor Whooves explained his device, which turned out to be a new type of tractor to make farming easier. He explained the setup he was using, and what materials, and Demoman nodded.

"Aye, those chemicals yuir using tend to blow up if you keep them too hot. They're generally used in thermite grenades," he said.

Doctor Whooves blinked. "Really? I had been told by my supplier that they'd be good for heating the engine."

Demoman chuckled. "Technically he wasn't wrong," he said. "I'd try to find another inducer chemical. That stuff's too volatile for anythin' but high explosives."

Doctor Whooves pouted. "Are you sure?"

"Explodey things I know, laddie," Demoman said. "I make things blow up for a living."

Doctor Whooves hmmed curiously. "I'll have to talk with you about that some time. I have this amazing theory of making harmless explosions to aid in fast transporation."

Demoman brightened. "Aye, that sounds like me Sticky Jumper!"

Twilight and Doctor Whooves blinked. Demoman chuckled. "I had a variant on me stickybomb launcher. The bombs didn't do me any harm, so I could stack a bunch of them te launch me across long distances or up te high places. The only thing that hurt was me landing. Solly had a rocket launcher tha' could do the same thing."

Twilight shook her head. "Using explosions to fly about..."

Demoman grinned. "Dinnae knock it until ye try it, lass."

Doctor Whooves laughed. "Then it IS possible! Oh, I will want to talk with you later!" he said, trotting back to his lab. Demoman shook his head, laughing.

"Anyway, thanks again Twilight. I'll see ye later," he said, heading for the Rich residence.

Twilight waved to him as he trotted off, heading back to the library. To her surprise, she found Engineer and Fluttershy there waiting for her, Spike giving Twilight a confused look. She knew why Engineer was there. He was one of the two leaders of BLU, and had been asked by Celestia to meet up with the guard that was arriving soon. Why Fluttershy was there, however, she had no idea.

"What's wrong?" he asked the three of them.

Spike shook his head. "Fluttershy wanted to know the name of the guard that was coming," he said, yawning. Fluttershy had an apologetic look on her face, Twilight guessing that she had accidentally woken him up.

Twilight thought for a moment, and said, "Her name's Barricade. Why do you ask?"

Fluttershy sighed, and let out a weary chuckle. "You know how Pinkie can detect when things are coming?" she said. "I... kinda have something similar. But it only works when one specific pony is coming."

"Who's that?" Engineer asked.

"My mom," Fluttershy said, looking up.

A massive pegasus landed in between them all, the force of its landing shaking Twilight, Spike, and Engineer off of their feet. They recovered quickly, the two unicorns' horns glowing as they prepared to fight... only to find Fluttershy walking fearlessly up to the figure, still shrouded in dust.

"Fluttershy, ma'am, wait a minute," Engineer said nervously, bringing Gem Sentry out from where he had stored it.

"It's okay," Fluttershy said, smiling. She turned to the massive figure and said, "Hi mom."

The dust cleared, revealing the pegasus completely. Engineer, Twilight, and Spike stared.

The pegasus was the biggest mare they had ever seen in their lives. She was as big as Heavy, if not bigger, clad in golden armor, and had a massive iron shield with an Equestrian crest as a Cutie Mark. She removed her helmet, shaking her hair loose, revealing that she had a very familiar hairstyle and a very familiar face. The pegasus looked like a larger, older version of Fluttershy, with slight wrinkles around the eyes and flecks of gray in her mane. But the expression on her face was one of pure confidence and absolutely no fear at all.

She looked around for a moment. When she spotted Fluttershy, she grinned widely and scooped up Fluttershy in a hug. "Oh my cute little Flutters!" she cooed. "It's SO good to see you again! I'm sorry I don't write more often, but I get so busy!"

Fluttershy smiled, nuzzling the massive pegasus. "I'm glad you're here, Mom," she said, her voice carrying the same patient tone she held when dealing with Pinkie Pie at her most random. Twilight, Spike, and Engineer's jaws dropped in tandem.

The massive pegasus then noticed Twilight for the first time. "You're Twilight Sparkle, right? Princess Celestia's student?" she asked. When Twilight nodded nervously, the guardspony grinned. "I'm Barricade, it's great to meetcha! HOW YA DOIN,' KIDDO?" she said, her voice forceful enough to send Twilight rolling away. She turned to Engineer, who yipped nervously. "And you must be one of those BLU ponies I've heard so much about! It's great ta meetcha!" she said.

Engineer grinned nervously, and offered a hoof in greeting. "...Pleasure's all mine, ma'am," he said.

Barricade grabbed Engineer's hoof and shook it roughly, chortling. "Oh, dispense with all that ma'am, stuff!" she said, "Just Barricade will do! I got some time off, so I figured I'd spend it here with my cute little Flutters, and meet all her friends!"

She stopped shaking Engineer's hoof. Engineer stopped shaking about a minute afterward. He grinned weakly, and before he stop himself, he said, "...Ah didn't know ponies could breed with bulldozers." He blushed, embarrassed, and covered his mouth, apologizing.

Barricade just guffawed. She'd heard comments like that throughout her life and took it as a compliment each time. "Don't worry about it, little guy!" she said. "I don't mind it at all!" She turned to Spike, who yelped and fell over, scrambling away from her in fright. Barricade stared at him and grinned widely.

"So CUTE!" she said, moving with speed that belied her size, scooping up Spike in a hug. "Flutters told me how adorable you are, but words didn't do you justice!"

"Can't... breath..." Spike gagged, Barricade having accidentally smushed his face against her chestplate.

As she set Spike down, Twilight and Engineer came up to Fluttershy, stunned expressions on their faces.

"So... I'm guessing you get your looks from her, and your personality from your father?" Twilight ventured.

Fluttershy nodded, smiling and sighing. "He's even more of an introvert than I am. About the only time he was ever really brave, according to him, was when he asked Mom out on their first date."

"Wow..." Twilight said softly. It was hard to fathom someone shyer than Fluttershy.

Barricade chuckled. "Oh, her Dad was a cutey-pie. I've loved him for years," she said. "Come on, let's go inside and talk."

Engineer and Twilight shrugged, going inside with Fluttershy and Spike following her. They went inside, Barricade closing the door behind them. Her expression had changed completely, becoming deadly serious. "All right," she said. "Here's the story. Officially? I'm here on vacation. Unofficially? Guards are being 'sent on vacation' to every town in Equestria' to keep watch for... something. We were never given an explanation as to what. I was sent here specifically because I'm one of the strongest members of the Day Guard and Her Dayjesty wants the Elements of Harmony protected."

Twilight frowned. "Barricade... What's going on? I've never seen Celestia that angry before... And she seemed so out of sorts..."

Barricade frowned, and sighed. "The story on that, which is classified by the way, is this... Shortly after the battle that got Nightmare Moon exiled, Her Dayjesty was in a haze, wandering from place to place. After the first fifty years, she started to recover, but some wounds don't close that easy. According to the historical records, she found a town in Everfree Forest called Sunnytown. None of them there had Cutie Marks, but they were friendly enough. They worshiped Princess Celestia like a goddess... and made sacrifices to her. Anyone who got a Cutie Mark they burned alive in a pyre on the outskirts of town. Princess Celestia apparently walked in one of their sacrifices too late to save the filly, and... well, you can guess how she reacted."

Fluttershy shivered at the memory. Twilight, Spike, and Engineer traded worried looks, although Spike, who had the false memories Luna gave everyone, wasn't as concerned as the others. Barricade sighed. "The best we can figure is that Sunnytown had a devastating outbreak of Cutie Pox in the past. It doesn't excuse what they did, but it's the only explanation we can think of. As for why she's out of sorts..." Barricade shook her head. "Something's wrong with her. Ever since the Nightmare Dogs attack, it's like she's been... seeing things. We want to help her, but..." She sighed. "How do you tell a goddess that you think she needs to see a psychiatrist?"

Twilight bit her lip, worried. Spike looked up at Barricade fearfully. He loved Celestia as much as he loved Twilight, and didn't want to see either of them come to harm. "Is there anything that can be done for her?" he asked.

Barricade managed to smile. "Don't worry, cutie," she said, her voice a boisterous rumble. "Celestia's been alive longer than all of us. She'll beat whatever's bothering her and turn it into mush."

Barricade saw Twilight and Spike relax a little, and was proud of herself. It was one of her best lies ever. No need for them to know how frightened she was for Celestia... She turned to Engineer, and said. "As for you... What's the combat capacity for you guys?"

Engineer sighed. "Of the three unicorns, only Pyro has primarily offense-related abilities. Medic's got strong healing magic, and mah telekinesis seems stronger than the other two, plus ah got mah Gem Sentry. Heavy, Soldier, and Demoman are our best fighters, and Demoman's workin' on makin' explosives. Spah's got his invisibility and shapeshifting, but even he himself will admit that he's terrible in a direct battle. Sniper's great at long range, and has the best weather magic of our three fliers. Scout's our fastest and most agile, but beyond that he ain't much in a direct brawl unless he can keep moving. We've have two fusions so far, Heavy and Fluttershy, and Applejack and Demoman. Because Fluttershy was under the spell of one of the Masky things at the time, their merging was incomplete. Applejack and Demoman did a complete merging, and we've got an extra Element of Honesty."

Barricade hmmed, rubbing her chin thoughtfully. "I want to ask you more about these mergings later," she said after a moment. "Plus I want to meet this 'Heavy' character." She smirked and added, "If he's going to be 'merging' with my cute little Flutters, I want to know what kind of stallion he is."

Fluttershy's face turned a brighter red than Big Macintosh as Twilight tried and failed to repress a giggle. Spike didn't try to suppress his. Engineer, meanwhile, was silently grateful that his reflexive flinch at how red Fluttershy became wasn't noticed.

"Moooom, it's not that kind of merging!" Fluttershy said, trying to hide behind her long mane.

Barricade guffawed loudly.

And then the door flew open, Scout bursting in with a frantic look on his face. "Engie, we got a problem. It's Solly, he..." he paused, noticing Barricade for the first time. "...Wow. I knew Heavy was a stud, but I didn't know he could work THAT fast!"

"I'm Fluttershy's MOTHER," Barricade said, smirking. "Name's Barricade."

Before Scout could make another wisecrack, Engineer yanked him down to eye level with his telekinesis. "Ah believe you were sayin' somethin' about Soldier?"

Scout blinked, remembering. "Oh! Yeah. Geez... Engie, it happened again."

Engineer's eyes went wide beneath his goggles. "Oh DAMN," he swore. "Is he contained?"

Scout shook his head. "We tried. He got away from me and Heavy before we could bonk him again."

"Marvelous," Engineer muttered.

"What's going on?" Twilight asked. Scout and Engineer froze. They slowly turned to Twilight and grinned weakly.

"Nothing," they chorused.

Barricade glared at them, the force of it so palpable even Twilight and Spike felt it, even though they weren't in its path. _Now we know where Fluttershy got the Stare from, _Twilight thought randomly.

"What is the situation," Barricade demanded, "and how much of a threat is it?"

Engineer grinned weakly. "...It's more annoyance than threat. Most of the time."

Scout chuckled nervously. "We can usually contain him long enough to fix it... after a while."

"We'll explain after we fix it," they said, dashing off before Barricade could question them further.

Barricade blinked. "Well, that was interesting. Should we follow?"

Twilight nodded. "Yeah... Just in case... If THEY are nervous..."

Fluttershy grinned nervously. "Um. If nopony minds, would it be all right if I stayed here with Spike until this blows over? I'm sure everything will be fine, I just..."

Twilight smiled gently. "It's okay, Fluttershy."

Spike pouted. "Hey, what if I want to go see what's up?"

Barricade put her helmet back on. "You've got an important job, Spike. You're protecting my daughter," she said, smiling.

Twilight, catching on, added, "Besides. Rarity adores a guy who's willing to protect a mare in need."

Heart bubbles floated above Spike's head as he thought of Rarity, smiling dreamily. He then shook himself out of his fantasizing and saluted. "You can count on me!" he said.

_Spy was right, _she thought inwardly, _he really is too easy to play. _She'd deal with it later, making a mental note to add it to a checklist once this was over.

Whatever it was.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Earlier..._

_Across town..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Soldier and Cheerilee were at a local lunch counter, having some flowers to finish off the meals that Cheerilee had bought for them.

"Thanks for lunch, Cheerilee," Soldier said, polishing off the last of his hay burger.

Cheerilee smiled, sipping her strawberry smoothie. "It was my pleasure. I admit I had my doubts at first, but so far you've done a fine job."

Soldier grinned. "Thanks. I'm still getting the hang of working with kids, but it's more fun that I thought it'd be." _And it reminds me of my own family. _Soldier blinked, wondering where that thought came from, and dismissed it.

Cheerilee noticed his momentary hesitation, but decided not to press it. "Well, you seem to be a natural at working with foals, from what I've seen. Were you a father back where you come from?"

Soldier frowned, staring uncomfortably at his drink. "...I can't remember. A lot of my life before... before the war is... a blur..."

Cheerilee frowned. "I'm sorry," she said.

Soldier just shook his head. "It's fine. It's just... being here is playing with my head a little. It's... a lot more peaceful than what I'm used to."

Cheerilee smiled weakly. "You make it sound like a bad thing."

Soldier laughed nervously. "It's just me, is all. I've gotten to used to having to be on guard all the time. Here, though, it's not like something's going to fall out of the sky at random."

At which point a frying pan hit him on the head, bouncing off of his helmet.

"Oh my gosh, Soldier!" Cheerilee said, coming around to check on him as he staggered about dizzily.

"I'm fine," he said, grinning weakly. "This is why I wear a helmet all the time."

At which point about fifty frying pans fell on him, burying him.

From above, Raindrops and Derpy stared at their boss, who had just dropped the shipment of frying pans on Soldier.

"What were you thinking!" Derpy yelled, dashing off to get Medic.

Raindrops applauded sarcastically, smirking. "Way to show us how its done, boss."

Special Delivery just groaned, slapping himself in the forehead as he and Raindrops went to help Cheerilee clear the pans off of him. They cleared off the pile, and started to help him to his feet, when he began contorting wildly, his body making clicking sounds as he flailed about. Raindrops, Special Delivery, and Cheerilee all jumped back.

"Soldier?" Cheerilee said cautiously, stepping forward.

Almost instantly, Soldier suddenly stood up, standing completely still. Scout buzzed by, having heard the commotion. He stared at Soldier for a moment, and paled. "Uh oh..."

Cheerilee blinked at Scout. "What's wrong? What's happened to him?"

Scout grinned weakly and lied, "Absolutely nothing. Just... let us handle this. It should be fine."

He then zipped off in a puff. Cheerilee and the other two pegasi stared after him in confusion, yipping with a start when Soldier suddenly spoke.

"I am PAINis Cupcake," he said. He then turned to look directly at Special Delivery. "I will eat you," he said, grinning a wide, creepy grin.

"Um..." Special Delivery said, the burly pegasus having no idea what to make of this.

Then Soldier bit him, latching into his snout.

"AAAAH!" Special Delivery yelled, flying about wildly, trying to shake Soldier off of him. He managed to lose him after crashing into a pole, Soldier dropping off and landed on his hooves. Soldier looked about, every motion accompanied by a bizarre clicking sound.

Cheerilee and Raindrops stared, unsure of what to make of what just happened. They blinked, and Soldier appeared in front of them, causing them to leap back in surprise.

"I am PAINis Cupcake," he said.

Before Soldier could say anything else, Heavy erupted from behind a building, swinging a chair at Soldier's head. Soldier dodged it easily, bending at an impossible angle and slithering off at high speeds, cackling.

"Damn!" Scout said, flying over the scene. "You missed, chunky!"

"I did not see tiny baby Scout do any better!" Heavy growled. "Warn the others that Painis Cupcake has returned! We must contain him before he can do any damage!"

Scout nodded and zipped off. Heavy went to follow Soldier, when Cheerilee stopped him. "What's going on! What happened to Soldier?" she demanded.

Heavy bit his lip, as if trying to think of an excuse not to tell her. Finally, he sighed and said, "Little teacher pony, I promise I will explain once situation is contained."

He then ran off, leaving Cheerilee worried and confused.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later on..._

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Soldier slithered around town, his body making odd clicking sounds as he moved around. He paused, popping around a corner when something caught his eye.

The microphone on the podium at town hall, glinting in the sunlight. He slithered over to it, startling many ponies, and stood before it. Pinkie Pie, who was in town running errands, came up behind everypony, wondering what was going on.

Soldier stared at the microphone for a long moment. "I am PAINis Cupcake," he said to the microphone, politely introducing himself. "I will eat you," he added, smiling creepily.

He then bit the microphone, but a loud feedback whine made him jump back.

Plus, it had tasted terrible. Sticking out his tongue, he turned to slither away. He paused at the edge of the podium, his body hanging over it at an odd angle. He then turned, a new idea occurring to hm as he slithered over to the microphone again.

He grabbed the microphone, and began to sing, dancing around the stage.

"Shoop-bee-doo-shoop-shoop-bee-doo!

Call upon the Sea Ponies when you're in distress

Helpful as can be ponies - simply signal SOS

If you find you're past the drift and haven't got an oar

Count upon the Sea Ponies - they'll see you to shore

Shoop-bee-doo-shoop-shoop-bee-doo

Are you sinking fast?

Had some nasty shocks?

Feeling like all hope is gone and washed up on the rocks?

Washed up on the rocks

Shoop-bee-doo-shoop-shoop-bee-doo

Call upon the Sea Ponies when you're in distress

Helpful as can be ponies - simply signal SOS

If your rudder runs aground or seeweed holds a kelp

Count upon the Sea Ponies - they'll see you get help

Sea Ponies, Sea Ponies

Simply signal SOS, simply signal SOS

Sea Ponies, Sea Ponies

Simply signal SOS, simply signal SOS

Oh, yes!"

Several in the gathered crowd of ponies began laughing at the utter strangeness of the song. Most just applauded, not really sure what was going on but amused nevertheless. Pinkie Pie was laughing the hardest.

"Oh wow," she said, wiping a tear from her eye, "I haven't heard that one in years!"

Thunderlane, who was standing near her, blinked. "You've heard that weird song before?"

Pinkie Pie giggled. "It'd take too long to explain," she said.

Soldier, meanwhile, was bowing to the applause, when Demoman leaped up from the crowd and caught Soldier in a butterfly net. Soldier stared at Demoman, who grinned nervously.

He then grinned that creepy grin again.

"Oh me muther," Demoman started to curse. Before he could finish, Soldier began spinning around at high velocity, Demoman desperately struggling to hold on, his hooves scrabbling at the net handle to no avail. He was sent flying away, landing in a hay cart that Big Macintosh was pulling.

"HOW THE BLOODY HELL DO YE HOLD ONTO THINGS WITH HOOVES?" he snarled.

Soldier grinned, taking off the net. He cackled, and slithered away again.

Pinkie Pie giggled, and bounced off after him. "This is so cool," she said.

Medic, meanwhile, had come up just as Demoman was thrown off, watching the scene with a mix of anger and fear. "Dummkopf. How in blazes did zis happen again?" he said, mainly to himself.

Derpy looked on, worried. "What's going on? What's wrong with Soldier?"

"Ze vorld's STUPIDEST medical condition," Medic said, levitating the discarded butterfly net over to himself. "I vill explain on ze way. COME." He ran off, a worried Derpy following behind.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

"...Yeah, that was dumb on our parts. Anyway, after we came back from Canterlot, Rarity, Fluttershy, and I admitted what happened to the Cakes and volunteered to make up for it. Fluttershy helped Pinkie babysit for a while, Rarity made a dress and suit for the Cakes equal to the value of the cake for free, and I did delivery and advertising for them for a few months. They're good sports (you'd have to be to put up with living with Pinkie for that long), plus winning with all the other chefs gave them a huge boost in sales, so we got off pretty easy," Rainbow Dash said, idly fiddling with a puff of the cloud she and Sniper were laying on, finishing off the lunch they had taken up there with them.

"It's good that you made up for it," Sniper said, finishing his own lunch. "Although if that cake was anywhere near as good as you said it was, I can't blame ya for wanting a taste."

Rainbow Dash grinned, looking in Sniper's general direction. "Honestly? Words can't do it justice," she said, licking her lips.

Sniper chuckled. "So how're you doing? Zecora's medicine having any effect?"

Rainbow Dash looked thoughtful for a moment. "I think so," she said. "Zecora said if it worked, my eyesight would come back all at once. She did sound pleased when I said my eyes tingled when she put the medicine on it..."

Sniper smiled. "Well, all roight then. You'll be stargazing again in no time," he said.

Rainbow Dash sighed. "I hope so," she said. "I'm getting tired of being unable to see my nose in front of my face..."

Sniper frowned, and said, "Well... Don't look at it like that. Think of it as a chance to notice things you never did before. There's a lot you miss going at Mach 2."

Rainbow Dash blinked, having never seriously considered that before. "How do you figure?"

"Smells," Sniper said. "Sounds. By sitting still in Everfree for a few hours yesterday, I could tell you in what direction to look for fresh flowers, Poison Joke, and fresh water. I also heard snakes nearby, wolves off on the distance, and ten different kinds of bugs flitting around me."

"Wow..." Rainbow Dash said softly. Normally sitting still was anathema to her, but hearing all that...

Sniper smiled. "There's a rainstorm set up for next week," he said. "Try sitting out in it, seeing what you can hear."

"...Sitting out in the rain? Are you kidding me?" Rainbow Dash asked incredulously.

Sniper grinned. "Sometimes on me sniping missions, I'd have to stand still for hours in storms just to wait for the target to get in my crosshairs. Bugs would end up crawling all over me, but I'd never move until the job was done."

"Bugs crawling over you? Ewww..." Rainbow Dash said, giggling.

At which point, both of them heard a commotion down in Ponyville.

Rainbow Dash blinked. "...Either I'm hearing things or Soldier just called himself Penis Cupcake," she said, giggling little.

Sniper blinked. "Pen... PAINIS. Oh BUGGER," he groaned.

Rainbow Dash stood up, ready to help in whatever way she could. "What's wrong?"

Sniper groaned. "Solly's... got this condition. If he gets knocked on the head in a certain way, he turns into this weird bugger that calls itself Painis Cupcake. He starts bein more random than ever, defying the laws of physics in ways that would make Pinkie wonder what was going on, and just introduces himself and says he's gonna eat you."

Rainbow Dash blinked. "Has he ever actually eaten anyone?"

Sniper began shaping a scope out of the cloud they were laying on. "Not that we know of," he said. "It's just he's a damn, bloody headache to catch and knock the sense back into. He could literally pop up anywhere." He began looking around, trying to spot Soldier.

He found him when Soldier landed on the backs of the two pegasi, one foreleg draped over each of them.

"I am PAINis Cupcake," Soldier said, politely introducing himself. "I will eat you," he added, smiling creepily.

"What the..." Rainbow Dash started.

"Oh BUGGER!" Sniper said, turning to punch Soldier in the face.

Soldier dodged the clumsy swing, grabbed both of them by the tail with his mouth, and threw them down towards the ground. They did not have far to fall, fortunately, flying through the open window of a shop and landing in a vat of lemon jelly.

Sniper spat. "Lemon? Who bloody likes lemon jelly?" he muttered as he clambered out.

"I'm just glad Hugh likes to leave his windows open," Rainbow Dash muttered as she climbed out, shaking off the excess goo.

"You okay?" said a voice. Sniper turned to see a gray pegasus with a jelly jar Cutie Mark come upstairs. A concerned look was on his face.

"We're fine, mate," he said. "That there vat of jelly saved us from a rough landing. You'd be Hugh, I take it?"

The pegasus blushed. "Y-Yeah... I'm Hugh Jelly. Biggest jam seller in Equestria. Did... Did you land in THAT vat?" he said, gesturing to the vat they just climbed out of.

Rainbow Dash suddenly looked ill. Sniper frowned, nodding. "We did. What of it?"

Rainbow Dash gagged. "That was one of your 'personal use' vats, wasn't it?" she asked.

Sniper blinked. "'Personal u...'" he trailed off, an expression of horror coming across his face.

Hugh blushed and gestured to the opposite end of the hall. "Shower's that way," he said, grinning weakly.

"Guuuugh..." Sniper muttered, his brain trying and failing to process the imagery trying to force its way in.

"I must be getting used to this," Rainbow Dash muttered, "Now I just don't want to touch lemons for a month this time, instead of all forms of jelly..." She shook her head, leading Sniper down the hall, feeling her way along with a hoof, thanking Hugh for his courtesy.

Sniper eventually gave up trying to process the idea of jelly being used for 'personal' reasons. He just knew that he was going to HURT SOLDIER once he was cleaned up.

Soldier, meanwhile, had fallen from the sky and landed harmlessly on a random pillow. A little lumpy though. He looked down, and saw that the random pillow was actually a heavily muscled pegasus with absurdly tiny wings. The pegasus grumped, and tossed Soldier off of him, snarling and flexing.

"You want a piece of me?" Horse Power roared, flexing and bouncing his pecs. "Let's do it! YEAAAAAAHH!"

Soldier just grinned. "I will eat you," he said.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Moments later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

"YAAAAAHHH!" Horse Power wailed, fleeing for his life, bite marks all over him as Soldier slithered after him, cackling madly.

He stopped abruptly when he crashed into the living wall that was Heavy.

"PAINIS!" he bellowed, several nearby mothers covering their children's ears in confusion. "YOU WILL STOP NOW AND BE TURNED BACK TO SOLDIER!"

Soldier stared at him for a long moment, blinking rapidly. Heavy fidgeted nervously. Heavy blinked... when he opened his eyes again, Soldier was right in his face, looking at him eye to eye.

"I will eat you," he said, producing a frying pan out of nowhere and clobbering Heavy with it. Taken completely off-guard, Heavy collapsed, landing in a large heap. Soldier grinned, pulling a silver platter out of nowhere and putting Heavy on it.

At which point 'Heavy' disappeared, revealing a metal box trap that quickly snapped up and engulfed Soldier completely.

Engineer, Twilight, Scout, and Barricade came out from behind the bushes they were hiding behind, Engineer admiring his work.

"Not bad, hardhat," Scout said, fluttering over the trap as Soldier bounced around inside him.

"Thanks fer helpin' me make it so quickly, Twilight," Engineer said, tipping his hardhat to her.

"Will it hold him?" Barricade said as the rest of the members of BLU made their way over, Derpy, Rainbow Dash, Pinkie Pie, Cheerilee, and Rarity following.

"Long enough," he said. "Lemme explain what's going on." He told them what Sniper had told Rainbow Dash, and how they had dealt with it before.

"If we conk him hard enough with the same thing that hit him," Engineer said, "We can snap him back to normal. What was it that hit him?"

Derpy grinned weakly. "An entire shipment of frying pans that my boss accidentally dropped on him," she said.

Cheerilee shook her head. "Sweet Celestia..."

Engineer facehoofed as Pyro giggled. "All right," the Texan pony said, "Let's get the pans and get ready to drop them again..."

"That's a good plan," said Soldier.

"Thanks. I..." Engineer started. He froze, and whirled, seeing Soldier there, grinning that creepy grin at him.

"I am PAINis Cupcake," he said, introducing himself politely. "I will eat you."

All of BLU dogpiled him, doing their best to subdue him, disappearing in a huge cloud of dust as they attacked. Barricade, Pinkie, and Rainbow Dash jumped in to help, the dust cloud getting bigger, Rarity, Cheerilee, Derpy, and Twilight watching nervously, wondering how they could be of some help.

Soldier, who had gotten out of the dogpile early on, appeared behind Derpy. He tapped her on the shoulder, startling her. "I am PAINis Cupcake," he said, politely introducing himself and stopping the brawling immediately.

To everyone's surprise, Soldier didn't finish his usual introduction, instead staring intently at Derpy, the gray pegasus shifting nervously under his gaze.

Finally, after a long moment, Soldier said, "I will SMOOCH you."

Before anyone could react, he grabbed Derpy and swept her off of her hooves, locking the pegasus in a passionate kiss. Derpy meeped, going stock straight, her wings fluffing out as her eyes straightened out from sheer shock. As if on cue, dramatic romance music began playing out of a nearby radio.

The BLUs all stared in shock. Soldier's Painis Cupcake persona had never done this before.

"Zis is new..." Medic said.

"What?" Rainbow Dash asked in frustration. "What's going on?"

"Soldier just planted smooch of lifetime on silly eyes pony," Heavy rumbled, impressed.

After a few moments, Derpy relaxed into the kiss, moaning softly and closing her eyes. After a long moment, Soldier broke the kiss with a loud, comical "MWAH!" He gently set Derpy down, and looked thoughtful. "Hmm! Muffins!" he said, cackling and pirouetting away before everypony could get over the shock.

Derpy lay on the ground, her wings fluffed out fully, a bright blush on her face. "Deeeerp..." she said, her voice a soft moan.

Rarity shook her head. "Well, this is rapidly getting bizarre..." she said.

Demoman grumbled. "We'll never catch him at this rate..."

Pinkie Pie looked thoughtful for a moment, which was unusual for her. "I think I may have a plan!" she said. "And if it works, it will be super-splenderific!"

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Five minutes later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Pyro giggled, bouncing around as she helped Pinkie set up streamers. The other BLUs just stared at Pinkie incredulously as Derpy, Twilight, Rarity, and Rainbow Dash (with the help of the two unicorns) set up decorations. Cheerilee had politely excused herself, having students to take care of.

"The Cakes told me," Demoman said softly, shaking his head. "But I did'nae believe it..."

"...So, lemme get this straight," Scout said after a moment. "You have supplies set up all over town for emergency parties."

Pinkie nodded. "Well, sure. You never know when someone has a birthday coming up, or an anniversary, a baby shower, anything like that."

"...That makes more sense than it should," Engineer admitted.

"That is so frickin' awesome," Scout said, coming to help.

There wasn't that much to do anyway. Pinkie Pie's Patented Pony Party Panzers had set up most of the party in seconds, the refrigerated party cannons shooting out cupcakes and other treats, a bowl of punch defrosting in the sun.

Barricade, for her part, thought the whole thing was hilarious. "I haven't had this much fun in years!" she said, guffawing. Heavy shook his head at her, still having trouble with the idea that there was a female as big as he was out there.

Once the party was completely set up, Pinkie had everyone hide. She went into town, looking for Soldier, finding him clinging to a wall, staring down at Berry Punch, who just stared right back.

Pinkie waved to Soldier, who turned to look at her with a pop. "Hi!" Pinkie chirped. "I made a party just for you! If you come out to the edge of Everfree Forest, there'll be cake, and cookies, and punch, and presents!"

Soldier seemed interested, so he followed Pinkie Pie out, bouncing along with her.

Berry stared after them, watching them leave. She then promptly returned home and poured out the bottle of Absinthe she had been drinking earlier.

Pinkie and Soldier bounced out to the party... at which point all the BLUs jumped him again. Pinkie looked offended as her party decorations and treats got torn up by the brawling, but it seemed to work this time. Soldier struggled in their grasp, each one of the BLU ponies on top of him, holding a part of him down.

"BARRICADE!" Spy shouted, "Hit him as hard as you can with one of the tables!"

"On it," the massive pegasus said, lifting up one of the tables as easily as if it were made of paper.

At which point Soldier screamed, UberCharging himself.

The resultant explosion, followed by Soldier's echoing cackling, could be heard all the way back in Ponyville.

Soldier fled, laughing madly. The BLUs and ponies lay in the scattered wreckage of the party, in varying states of disarray. Rarity, picking herself out of the pile of cupcakes she had landed in, politely excused herself, deciding she was going to the spa and stay there until this nonsense was over.

"...I'm gonna go with, Rare," Rainbow Dash said, surprising everyone.

"...Are you sure, dear?" Rarity asked.

Rainbow Dash nodded sadly. "I'm... I'm no good to anyone like this. I'm just in the way..."

Pinkie and Twilight hugged her tightly, which cheered her up a little as she left, following Rarity back into town.

Sniper frowned. "I still got some work to do to build up that sheila's confidence..."

"She isn't really your responsibility, Sniper," Medic said, pulling himself out of the tree he had landed in after the explosion.

Sniper shook his wings out, stretching. "Maybe. But she fought with us during the Nightmare Dog attack, and when Masky Pegasus attacked the town. That makes her as good as me mates in my eyes. And I never leave me mates in the lurch."

"Sniper is credit to team," Heavy said, jovially patting Sniper on the back.

Barricade stared at the BLUs with growing interest, intrigued by how such a group of different ponies got along so well...

Twilight and Pinkie talked amongst themselves for a long moment, and Pinkie nodded, going over to the dazed Derpy and convincing her to leave. She clearly didn't want to, but she was bruised up from the fight. Medic healed her and gave her one of the painkillers from the bottle he kept in his pocket.

"You get Soldier back to normal, okay?" Derpy insisted.

"I assure you, Fraulein, zat ve vill do vhatever ve can for our teammate," Medic said, nodding.

Derpy frowned, but seemed reassured, reluctantly leaving with Pinkie. Twilight came up to the rest of the BLUs as they picked themselves up.

"All right... I'm running out of ideas, here. How do we stop Painis Cupcake and get Soldier back?" she asked.

Spy looked thought for a moment. "Well... Zere is one way that's been one-hundred percent effective so far..."

Demoman suddenly looked ill. "NO! I REFUSE!"

Sniper shook his head. "Mate... I know you don't like doing it, but we're in kind of a bind here..."

Demoman shook his head, folding his forehooves and turning away.

"Ve need you to do it, Demoman!" Medic insisted. "It may be ze only vay!"

"But it's STUPID!" Demoman whined petulantly.

"Sometimes stupid works," Scout said, shrugging.

"You'd know, wouldn't ye, laddie?" Demoman snarked.

"Hey hey," Scout protested.

Heavy stomped a hoof down in front of them. "Fight later. Painis Cupcake went into attack mode. That means situation is escalating. WE NEED DEMOPAN NOW."

Twilight and Barricade traded confused looks.

Demoman sputtered in protest for a moment, and sighed. "Fine... bloody stupid, this whole thing is... I need a set of shuttered sunglasses, a tricorne hat with a toy treasure chest on the top, a wooden shield, a frying pan, and a shako."

Twilight blinked. "A shako?"

Barricade nodded. "I know what he means," she said. "I saw one in a store that sells band supplies while we were chasing Soldier through town."

Twilight nodded. "I can get the shades, shield, and the hat from Pinkie. I'll see if I can catch her before she gets Derpy home. And I doubt those frying pans that started this have been fully cleaned up already, so I can get one from there."

Engineer blinked. "...Why would Pinkie know where to get mirrored shades, a wooden shield, and a pirate hat with a toy treasure chest on it so quickly?"

Twilight paused, and chuckled, staring at Engineer. "You've witnessed one of her instant parties in action and you doubt that she has a supply of these stashed away in case of an emergency?"

Engineer fumed. "Why does she even have those stashes?"

Twilight grinned. "It's Pinkie," she said, as if that were a perfectly reasonable answer. "I've given up trying to figure out how physics works for her. Better for my health."

Engineer fumed, biting his lip to keep from snarling. Pyro giggled and nuzzled him. "You're cute when you get all scrunchy-mouthed like that," she teased, Engineer blushing a little.

Barricade shook her head. "And here I thought my royal guard job was interesting..."

Demoman just sighed. "This is so bloody stupid..."

"What is this whole 'Demopan' thing?" Barricade asked.

"You'll see," Medic said. "If it vurks, then the Painis Cupcake persona will burn itself out trying to fulfill a condition that can't be fulfilled."

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Twenty minutes later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Soldier slithered around town, feeling like he was ready for anything. The Painis Cupcake persona was in full effect, and he was determined to actually eat someone this time.

Then he noticed the weird thing in the center of town.

Soldier slithered up to it, blinking.

It looked like the explodey meal, but it had on a nifty had and shades, a shield on its foreleg, and was holding a frying pan in its mouth. Soldier started to introduce itself, when the meal in the nice hat dropped the pan, reaching behind it and producing quite possibly one of the best hats he had ever seen.

"Stout Shako for two refined!" Demoman said, cursing how stupid he felt wearing the hat and shades.

"Ooooo..." Soldier cooed, grinning.

From their hiding place with the BLUs, Barricade and Twilight stared incredulously. "That's your big plan?" Twilight asked.

"Yes," Heavy rumbled, smirking. "Painis will not be able to find metal, and will burn out, reverting back to Soldier."

Neither of them noticed Cheerilee overhearing them, getting a thoughtful expression on her face, and running off.

Soldier began looking around frantically, spinning around faster and faster as he tried to find metal. And then he stopped, grinning widely and running off. Demoman blinked, and looked worriedly to the other BLUs. A minute later, Soldier came back, dropping two large metal girders in front of Demoman.

"Stout Shako for two refined," Soldier said proudly.

Demoman gave a frightened look to the other BLUs, who were flabbergasted by this turn of events.

"How did...!" Scout stammered.

"What... What is..." Heavy stammered.

"Zis... He's NEVER..." Spy stuttered.

"Oh bugger me," Sniper moaned.

"Where did he get the metal!" Pyro almost shrieked.

A look of dawning horror came Engineer's face. "The construction site!" he moaned.

"Wow..." Twilight said softly. "Even the Cutie Mark Crusaders never failed this epically."

Barricade glared at them. "Now what, geniuses?"

Medic shook his head. "I... I don't know! Painis has never actually come up with ze metal before!"

"Stout Shako for two refined," Soldier repeated insistently.

Demoman gulped, and grinned nervously, handing over the hat. Soldier giggled, and put the hat on over his helmet. He then grinned creepily at Demoman, who backed away nervously.

Cheerilee tapped him on the shoulder, Soldier turning towards her in confusion.

"Lassie, get back! It's dangerous!" Demoman said.

Cheerilee ignored Demoman, smiling brightly and waving to Soldier. "It's nice to meet you. I'm Cheerilee. I'm a teacher at the local elementary school."

Soldier nodded, and politely introduced himself. "I am PAINis Cupcake. I will eat you."

But at the exact moment Soldier said You, Cheerilee brought up a mirror she had been hiding behind her, so that Soldier said the last word to his reflection.

The Painis Cupcake persona was fairly simple-minded. So when he found himself suddenly speaking to his reflection, he was somewhat confused. Cheerilee looked out from behind the mirror and said, "You're going to eat yourself? That's an interesting trick."

Soldier's simplified Painis mind was spinning as he tried to process this. The concept confused him so badly that steam started coming out of his ears, as if pressure was building up in his brain. Finally, with a whistling pop, his helmet and the shako flew off of his head. His helmet landed back on his head as he collapsed, the shako landing nearby.

The BLUs, stunned, came out of their hiding places, staring at Cheerilee.

Cheerilee smiled. "Well... You mentioned that this always worked. Considering how the day had been going, I guessed that this plan would fail too. But you did say it worked, so I figured that an overall logical paradox would produce the same effect as the situational one," she explained.

Engineer grinned. "That's... That's pretty clever, actually."

"Indeed, Fraulein," Medic agreed, nodding, turning his healing beam on Soldier to heal the injuries he received throughout the day. "It seems zat the kinder have a rather talented teacher."

"I've always thought so," Twilight said as she came up to join them.

Cheerilee blushed. "Well... Just so long as he's okay..."

As soon as the words left her mouth, Soldier started to stir. "What... What in blazes?" he said, looking up at all the others. "Ow,... Stupid pans falling on me..." He stood up, rubbing his temples. He looked up at the clock, and frowned. "Damn it, I lost the whole day!" He turned, noticing Cheerilee. "I'm sorry, ma'am, it won't happen again!" he said, saluting.

Cheerilee chuckled, saluting back. "Don't... Don't worry about it."

Soldier trotted off, grumbling to himself. "Well, at least I'm not too late to help Derpy with dinner later tonight..."

Barricade blinked. "...Is he even aware of what he did today?" she asked.

Sniper shook his head, sighing. "He never remembers. It's been... frustrating to deal with..."

Spy turned to the gathered townsponies, including Horse Power, Hugh Jelly, Raindrops, and Special Delivery, who had come up to watch the finish. "I am truly sorry, fillies and gentlecolts," he said, bowing grandly. "I realize that this was a rather strange circumstance..."

"Actually..." Cheerilee said, "...Actually, not counting what Discord did, this is far from the weirdest thing ever to happen in Ponyville. And that includes before Twilight arrived."

The gathered Ponyvillians all nodded in agreement, chuckling as they remembered their own experiences.

Twilight chuckled. "I didn't really believe some of the stories myself, at first. Then I started living here," she quipped.

Scout blinked. "So wait," he said, "Weird stuff like this is common?"

"Yeah, pretty much," Hugh Jelly said.

"It's amazing what you can get used to," Special Delivery said.

"Sounds about right," said a pear seller.

"YEEEAAAAAHHH!" Horse Power said, flexing.

Scout stared at the muscle-bound pony. "...Was that really necessary?"

"YEEEAAAAAHHH!" Horse Power said, flexing.

Scout shook his head. "Lemme guess. That's your response to anything you like, right?"

"YEEEAAAAAHHH!" Horse Power said, flexing.

"Does it bother you that your life is just one extended running gag?" Scout asked.

"Actually," Horse Power said in a surprisingly cultured voice, "I find it quite fulfilling and amusing. Also, YEEEAAAAAHHH!"

Scout cracked up laughing.

Barricade shook her head, removing her helmet, startling everyone with her resemblance to Fluttershy. "And here I was worried my little Flutters wasn't doing anything interesting with her life."

/\/\/\/\/\/\/\/\/\/\/\/\/\

_That evening..._

_Books and Branches Library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

"...Sounds like Trixie missed a rather exhausting misadventure," Trixie said, reshelving several books.

Twilight smiled. "It wasn't that bad, looking back. Just... bizarre."

Trixie shook her head. "Suddenly the Lucky and Blessed Trixie is grateful that she was helping the farmer crunch numbers earlier today. It's hard enough to be as Great as Trixie prefers to be without chasing after the lunatic split personality of a lunatic."

Twilight sighed. "It's over now, and no one got too badly hurt," she said. She paused, and added, "Well, Rainbow's pride got a badly wounded, but for some reason I trust Sniper when he says he can help her..."

Spike rubbed his chin thoughtfully. "Derpy seemed REALLY glad that Soldier was back to normal," he said.

Twilight quirked an eyebrow. "He saved her and Dinky during the Nightmare Dog attack. It's only natural she'd be concerned for him."

Medic, who was calmly leafing through a medical journal he had discovered while dusting, said, "Vhat I think your companion is implying is that Fraulein Derpy may be developing stronger feelings for mein freund."

Twilight blinked. "You think so?"

Trixie shrugged. "It could be. Soldier DOES have a rugged charm about him," she said, blushing a little.

Medic quirked an eyebrow. "Come to zink of it, Soldier has been talking about her qvite a lot lately..."

Twilight looked thoughtful for a moment, and grinned. "Well, who knows what may come?" she said neutrally, although in both her mind and Medic's, the same thought passed through.

_What happens when/if the BLUs have to leave?_

The four of them finished their chores, and prepared for bed. Trixie preferred to remain in her cart, which was parked off to one side of the library, while Medic, Spike, and Twilight went to their own rooms. Twilight snuggled down under her blankets, deciding to put aside the negative thoughts of the day in favor of sleep.

And as she slept, she dreamt.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Twilight's dream..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Applejack struggled to get away from the monster. Whimpering, she pulled herself along on her forelegs, her hindlegs having been hacked off brutally. Tears streamed down the cowpony's face as she trailed blood along the floor, desperate to get away from the fiend that had mutilated her.

"Twilight..." she begged, looking back at her tormenter. "Please... Don't do this..."

Twilight Sparkle just smirked, her expression calm, almost serene, even with the splatters of blood on it. "Oh Applejack. My dear, dear friend Applejack. You don't understand," she said, chuckling softly. "I HAVE to do this. To get all the Elements of Harmony for the Princess again, I have to break them all free from us."

Applejack's breath was coming in labored gasps. Her head spun from the blood loss, her body wracked with pain. "The others..."

"Are already dead," Twilight said, her cruel grin widening, the hacksaw she had used to cut off Applejack's hindlegs floating above her, dripping with Applejack's blood.

"Applejack?" said a soft, sleepy voice.

Twilight grinned. "Ah, the final actor in our little play," she said.

Applejack's blood froze when she recognized the voice. "Apple Bloom, get away!"

Twilight grabbed Applejack with her magic and dragged her back towards her, straddling her as she put the saw at Applejack's throat. "Sssh," she said. "No need to give the ending away."

Apple Bloom, confused, ran towards her sister's room. She looked in and gasped in shock, staring at the horrific tableau before her. Her older sister, mutilated with tears streaming down her face, her hindlegs laying in one corner of the room. Twilight, a cold grin on her face, with a saw at her sister's throat.

"Good to see you, Apple Bloom," Twilight said, chuckling viciously. "Now, Applejack, I want you to do something for me. Break your connection to the Element of Honesty by telling the biggest lie of your life. Lie to your sister. Tell her everything's going to be all right."

Apple Bloom, sobbing, tried to come forward.

"STAY BACK!" Applejack yelled. She tried not to think of why Big Macintosh or Granny Smith hadn't come yet. She tried to force herself to believe that they were all right, that Twilight hadn't gotten to them before getting to her. But as she looked up at her former friend, at the coldness in her eyes, she knew... she knew what she had done.

Applejack looked back at her sister, who was sobbing and huddled up against the doorway. "Applejack... What... What's going on? What do I do?"

Twilight just grinned at Applejack. "Tell her."

Applejack wanted to tell Apple Bloom the truth. She wanted to tell her to run, to get someone, ANYONE to stop Twilight.

The only thing that came out of Applejack's mouth was an agonized smile, and the words, "E-Everything's going to be just fine, sugar cube. Don't worry!"

It was the biggest, cruelest lie Applejack had ever told. Twilight groaned almost orgasmically as she felt Applejack's connection to her Element sever.

"Beautiful..." Twilight said, tearing the saw into Applejack's throat.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Twilight's room..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight woke up screaming, thrashing about in her bed. Medic and Spike rushed to her side, trying to calm her.

"Fraulein, is it just a dream!" Medic said.

"Please, Twilight," Spike said, almost sobbing in fear for her, "just stop! You're all right!"

Twilight suddenly froze, staring at them as if she realized they were there for the first time. "I..." she stammered, tearing streaming down her face, "I have to get to Applejack."

She vanished in a flash. Trixie came in, a confused look on her face. "What's going on?" she snapped. "The Tired and Really Annoyed Trixie needs her beauty sleep!"

Medic frowned for a moment, thinking. "Spike, write a letter to Princess Celestia," he said. "Tell her vhat happened und tell her to bring Twilight's parents to Sveet Apple Acres. NOW."

Spike eeped, nodding, "Right," he said, grabbing a scroll and hastily writing a letter.

Trixie blinked. "What's wrong? Why do Twilight's parents need to go to Sweet Apple Acres?" She looked around, noticing Twilight was missing. "Where is she, anyway?"

Spike finished the letter, his writing shaky from how afraid he was for Twilight. He sent it off in a puff of smoke, Medic picking him up and putting him on his back. "Trixie," Medic said, "I do not no vhere Sveet Apple Acres is. I need you to take me zere NOW, as fast as you can."

Trixie frowned, but nodded. "C'mon," she said. "I know a short way."

They ran through town, passing by Sugar Cube Corner. As they did, Pinkie, who had been getting a late night snack, saw them running and began bouncing alongside them, giggling.

"What's up, guys? Going for a late night job?" Pinkie asked.

Spike shook his head. "Twilight had a bad nightmare. She teleported to Sweet Apple Acres to see Applejack."

Pinkie blinked. "A nightma..." she started to say, freezing in place. A look of horror came over her face, her hair deflating and her colors fading. "Oh no... Oh no no no no..." she moaned, tears flowing down her face, running after the others.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Celestia, who had finally fallen fitfully asleep after a long, hard day, was a little surprised when a letter appeared in front of her, the flash startling her awake. She opened the letter, only to find Spike's hasty scrawl. She read it... and vanished in a flash, reappearing in the bedroom of Twilight's parents, Nightlight and Velvet.

"What... Princess Celestia!" Nightlight stammered.

"This is quite the honor," Velvet stammered, starting to get up to bow.

"Save it," she said, "And come with me." She showed them the letter. "Your daughter needs you."

The two unicorns read the letter, worry filling their expressions.

"Take us to her," Velvet said.

Celestia teleported them all in a flash, the three of them reappearing in Sweet Apple Acres, where Engineer, Heavy, and the Apple family were gathered around a sobbing Twilight, who was hugging Applejack tightly, unwilling to let go.

"Ah'm okay, sugar cube," Applejack was saying, stroking Twilight's mane. "See? Both Bucky McGillicuddy and Kicks McGee are right where they're supposed to be."

Everyone turned at the sudden arrival of the Princess and Twilight's parents. Twilight stared at them, confused for a moment... and then hugged her mother tightly, sobbing into her chest. Velvet hugged her tightly, Nightlight joining in as well. "It's all right now," she said. "Mommy and Daddy are here. We won't let anything bad happen to you."

"It's not me I'm worried about," Twilight sobbed.

Celestia hugged her student, gently kissing her on the forehead. She then turned to the others. "What happened?" she demanded.

Applejack hugged her sister, who was sleepily laying against her, worried for Twilight but visibly tired. "Twilight had a nightmare. A REAL BAD nightmare. One where... actually, Apple Bloom, why don't y'all go to bed?"

Apple Bloom yawned. "You sure, Applejack?"

Applejack smiled. "Twilight's a might shook up, but her folks and the Princess herself are here. We'll make sure she's okay," she said.

Apple Bloom looked doubtful. But Granny Smith picked up on the hint, and gently guided Apple Bloom back to her room, leaving Applejack and Big Macintosh with the Princess.

Once she was certain Apple Bloom was out of earshot, Applejack continued. "Twilight had a dream where she tortured and killed me, cuttin' off mah back legs with a hacksaw and then cuttin' mah throat, makin' Apple Bloom watched. Apparently, in the dream, she had already killed the others on your orders."

Celestia was horrified by the mirror suggestion that she would ask Twilight to do that. Twilight sobbed even harder, burying her face in her mother's chest. Princess Celestia, Velvet, and Nightlight looked horrified. "By the sun's light..." Velvet said softly. She hugged her daughter tightly. "It was just a dream, sweetie. You're not like that."

"You're NOTHING like that," Nightlight said, caressing his daughter's mane. "You are our most wonderful daughter, one of the most loving ponies in the world."

Twilight sniffled. She was still crying, but no longer openly sobbing.

Princess Celestia joined in the hug. "Such a horrible dream... But that's all it was, Twilight. A dream. It is as your parents said. You are no monster. I would never ask you to do that, and even if I did, I know you'd never do it, and openly oppose me. My little pony, you are my precious student and a loving daughter to these two wonderful unicorns who love you with all their hearts. You are worthy of the Crown of Friendship, even moreso than I was. Never doubt that."

Applejack fidgeted nervously for a moment, and added, "Princess... Pinkie Pie had a dream like that earlier this week."

Celestia looked up, startled. "What?"

At that moment, Trixie, Medic, Spike, and Pinkie arrived at the farm house, Spike knocking desperately on the door. Heavy went to let them in. "Little sparkle pony is inside," he rumbled, Spike pushing by him to get to Twilight. "Princess and sparkle pony's parents are there as well."

Medic sighed in relief. "Good, she got ze letter," he said.

"What's happening?" Trixie demanded. "What's wrong with Twilight?"

"A bad dream..." Pinkie said softly. "And if it was anything like the one I had, then it probably tore a hole in her heart like it did me..."

Trixie blinked in confusion. _How in blazes could a simple nightmare cause all this? _

Heavy led the three of them inside. Twilight had seemingly calmed down, but she was still crying, still clinging to her parents. Spike had joined in on the hug, Twilight hugging him tightly. Engineer was off to one side, a thoughtful expression on his face.

Pinkie immediately ran up to Twilight, hugging her, Twilight hugging her back.

"Oh Twilight..." Pinkie sobbed. "You did have a dream like mine, didn't you?"

Twilight hugged her tightly. "It was awful... I..." she broke down crying again, hugging her friend tightly.

Medic bowed to Celestia. "I'm glad you got mein letter, Princess," he said.

"For my precious student, of course I would come," Celestia said.

Engineer then spoke up, startling everyone. "...I have a really bad theory, but ah need some confirmation... Pinkie, I know you probably don't want to be reminded... But could y'all tell me about the dream you had?"

Pinkie whimpered, shaking her head desperately. "Please no..."

Applejack went over and hugged her. "If it's all right, sugar cube, I can tell. Y'all don't have to bring it up again."

Pinkie Pie hesitated, but nodded. Applejack nodded as well, gesturing for everyone to follow her into the next room, Medic, Trixie, Heavy, Engineer, and Celestia going with them. Big Macintosh stayed with Twilight and her family, smiling warmly and saying, "If'n y'all would like to stay here tonight, we can rig somethin' up for ya. There's an unwritten rule here at Sweet Apple Acres, and that's to give anyone that needs it a place to stay when they need it."

"Thank you, Big Macintosh," Velvet said, smiling.

In the next room, Applejack sighed, and said. "All right... First, for those that just got here, lemme explain Twilight's dream." She quickly gave Medic and Trixie a summary.

Trixie stared in shock, her eye twitchiing. "By the moon's light, that's awful... Even Trixie would be broken by that..." she said.

Applejack shook her head. "Pinkie's dream was just as bad. In it, she drugged Rainbow Dash and dragged her to this underground dungeon. She slowly ripped out her guts and ground 'em up, makin' them into cupcakes, cuttin' off Dash's Cutie Mark and stichin' it into a dress. The whole time, she was laughin' and treatin' the whole thing like a party..."

"Bozhe moi," Heavy said softly. "Even Doctor at his worst wouldn't do that."

Medic just kept silent, glad his friend thought so highly of him.

Celestia's face tightened in anger. Engineer frowned, nodding. "Friendship broken... and laughter turned into madness..." he said softly.

"These dreams... They're too specific in the details," Celestia said.

"What's wrong?" Applejack asked. "What's too specific?"

"...If I'm right, then these dreams are direct attacks on the Elements of Harmony. And there's gonna be more," Engineer said.

Trixie and Applejack paled. "...Trixie realizes how petty this sounds," the blue unicorn said nervously, "But do you think that we three unawakened elements will be targeted as well?"

Engineer frowned. "Ah can't honestly say. But if mah theory is correct, then we'll know for certain if Rainbow Dash, Fluttershy, or Derpy has a nightmare next."

Celestia sighed wearily. "The best we can do for now is see to Twilight and Pinkie's mental health. These dreams were a corruption of their Element of Harmony. And we must make sure that whomever is sending them is stopped. This reminds me far too much of the time before my sister became Nightmare Moon. And I refuse to let that happen again."

_**TO BE CONTINUED...**_


	8. Tick Tock Goes The Clock Part 1

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 8: Tick Tock Goes The Clock Part 1**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one week after the events of the previous chapter. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Carousel Boutique..._

_Closing time..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rarity hummed to herself as she finished off the last stitching on the hat she was working on. Spy watched in fascination, having little skill at craftsmanship himself, his balaclava in a suitcoat pocket. She held it up, letting Spy look it over.

"What do you think?" she asked. "Now, be brutally honest. An artist cannot improve without constructive criticism."

"Ah, Mademoiselle, I have no criticism to give," Spy said, smiling his handsome smile. "It is a fine hat, one we will all enjoy wearing."

"Once it is complete, of course," Rarity said, smiling. "I still want to give it that 'Rarity touch,' and add a few gemstones. As well as make a simple enchantment to give it an 'unusual' effect. Maybe my Cutie Mark floating around it..."

Spy brightened. "Unusual hat?" he chirped happily, immediately cursing himself for how perky he sounded.

Rarity giggled. "Oh, don't worry. I'm sure it will be simply fabulous."

"If her hat makin's anything like her dress makin,'" said a voice from the doorway, "Then it'll be mighty fine indeed."

Rarity and Spy turned, seeing Engineer and Pyro in the doorway. Engineer smiled and tipped his hardhat to her, his everpresent goggles covering his eyes.

Pyro giggled and waved. "Morning Miss Rarity!" she said, "Stylish as ever, I see?"

"Always, darling," Rarity said, preening a little. "What brings you two here today?"

"Just lettin' you know that Barricade wants to meet up with all of us, Trixie, Zecora, and Derpy included, after lunch. She wants to talk about the merging. Plus Twilight wants Demoman and Applejack to try and merge again. She's got some theories about why AppleDemo was able to do as well as she did against Nightmare Grave." 

Rarity and Spy both shivered reflexively at the mention of the undead alicorn. "How is Twilight, anyway?" Spy asked. "I've been helping both Zecora and Miss Rarity with zeir work so much lately, zat I have not had time to check since I helped her start zat busywork project five days ago."

Engineer and Pyro traded looks. "Better," Engineer said. "She can actually sleep through the night again. Havin' her folks stay over the first few days after helped, and so did her brother comin' over to check on her."

"The Cakes have been helping Pinkie recover as well, apparently. They keep trying to get her to write her folks, but she's weirdly reluctant..." Pyro added.

Rarity sighed. "There's a bit of a story behind that, but I'll wait until Pinkie's ready to have it be told. It's rather personal, you understand..."

Engineer nodded. "Of course. Wouldn't dream of imposin,'" he said.

Rarity smiled gratefully. "Anyway, what of yourselves?"

Engineer smiled. "Construction on our new base is goin' faster than I expected. There's some real talent in those workers. Pyro dropped by while runnin' errands for Miss Fluttershy and I was gonna treat her to lunch. Either of y'all want to come with?"

Spy shook his head. "Alas, I do not. I am treating Zecora to lunch at Haute Cuisine's," he said.

"And I promised I'd take Sweetie Belle to Old Ronald's for lunch. She's interested in the new toys they have in their Foal's Meals, and it's one of the few fast food places in town I'm willing to eat at," Rarity said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Across town..._

_Ponyville Hospital..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"I was hoping that you could help me," Doctor Whooves said as Medic examined him, Doctor Stable helping. Occasionally, when Doctor Whooves wasn't looking, Medic would confer with Doctor Stable to be sure that he was reading the x-rays correctly. Doctor Stable was uncertain about Medic at first, and his claims to be from another world where a species called 'humans' were dominant. But after being saved from Nightmare Grave and the Nightmare Dogs by Medic and his friends, he was willing to give the strange and sometimes frightening unicorn the benefit of the doubt.

Medic, meanwhile, was silently grateful for the help. He was only mildly familiar with equine anatomy, having used pieces in experiments before (he had to replace Scout's heart with a horse's heart, since the old one exploded when he tested the UberCharge device on it). Still, he felt he was getting the hang of things. It was... surprisingly relaxing to work in a hospital setting.

Medic looked over the medical reports and the x-rays, and frowned. "I'm sorry, Doctor, but I really don't see anything wrong."

Doctor Whooves frowned. "...Are you sure? No brain damage or anything? A lot's happened in the past few days..."

Medic looked at the charts again. "From vhat I can see, zere is nothing."

"Oh dear..." Doctor Whooves said, grinning weakly. "That's not good..."

Doctor Stable hesitated, and said, "Have you considered seeing a psychologist?"

Doctor Whooves cringed. "Frequently. I don't know if it would help, though... An... 'associate' of mine had the same condition most of his life, the same drumming I'm hearing now," he said, tapping his hoof idly, the same four beats over and over again.

_ bum-bum-bum-bum_

_ bum-bum-bum-bum _

"Und vhat happened to him?" Medic asked, worry crossing his face.

Doctor Whooves hestiated for several moments. "He tried to kill Princess Celestia and open the gate to Tartarus. I was... forced to take drastic measures," he said, clearly reluctant to talk about this.

Medic blinked, an almost comical stunned expression coming to his face. _...A GATE TO TARTARUS?_ he screamed mentally. Maybe this world wasn't as fluffy and innocent as he thought...

Doctor Stable stared at him. "...Maybe you should go see a psychologist." 

Doctor Whooves grinned weakly. "If I'm hearing the drumming, then I definitely should," he said. Doctor Stable gave him a number for a psychiatrist he knew, Doctor Whooves thanking them both, putting his saddlebags on, and leaving.

And all the while, the drumming in his head went on.

_bum-bum-bum-bum_

_ bum-bum-bum-bum_

As he returned to his lab, he met up with a friend he had made recently, a gray Earth pony with a white mane and a cookie Cutie Mark named Sweet Treat.

"Howdy Doc," he said, smiling warmly. "You okay? I saw you coming out of the hospital just now."

Doctor Whooves smiled wearily. "Oh, I've... been better," he admitted.

Sweet Tweet frowned. "Anything I can do to help?"

Doctor Whooves shook his head. "Not really... This is one I'm going to have to sort out on my own," he said.

Sweet Treat shook his head. "That's too bad... I think I know one thing that will brighten your day, though!" he said, digging into his saddlebags and producing a clear plastic bag filled with sandwich cookies.

"Jammy Dodgers!" Doctor Whooves cheered, grinning widely. "Oh, Sweet Treat you beautiful stallion you!"

Sweet Treat chuckled. "You're pretty much my only market for these in Ponyville. I know they're big in Trottingham, though. Hugh doesn't work with plum jam that much since he's allergic to it." He paused, and added, "Considering what I know about him, I try not to think about HOW he discovered this allergy."

Doctor Whooves chuckled, taking the cookies from him. He had only met the stallion a couple weeks ago, but immediately liked him, especially when the cookie-maker said he'd be willing to make Jammy Dodgers, his favorite treat, for him. "Some things are best left unthought about," the Doctor said, giving Sweet Treat some money.

"Thanks a million, Doc," Sweet Treat said as Doctor Whooves cheerfully trotted off with his snack. As the Doctor went out of earshot, Sweet Treat's smirk turned cruel.

_nOt BaD_, said a voice in Sweet Treat's head. _sO tHaT's WhAt YoU'vE bEeN uP tO. _

Sweet Treat snickered, walking into an alley. "It's amazing how easily you can disguise the taste of Smooze with a little sugar and some plum flavoring. And it's oh so satisfying when they pay you to pOiSoN tHeM..." he said as he changed back to his real form of Masky Earth Pony...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Canterlot was a primarily unicorn town, although there were also pegasi and Earth ponies there as well. The richest of the rich could afford to send their foals to Canterlot Ivy Elementary, a prestigious academy meant to prepare foals for being the elite in society, and learning the value of others. The last was something Princess Celestia had mandated in the past three hundred years, one of her many attempts to end the snobbery of the upper classes, and one that had been more successful than most, as Fancypants had attended this school when he was younger.

Now, several young foals, all with a bright future ahead of them, were enjoying recess, the teacher of that class grading papers. A pair of royal guards stood there, spears held in their shoulder-mounts, the two of them alternatively watching over the children with bemused looks of amusement and sternly scanning the grounds.

One of the children, an orange Earth pony filly with an elegantly styled pink mane, suddenly felt a chill run down her spine. She turned, looking around nervously. One by one, the foals stopped what they were doing turned in the direction they felt the unusual feeling. The guards, disturbed by the sudden silence, readied their spears and turned in the same direction as the foals.

From the shadows of the nearby garden emerged a tall, slender white pony with no face, a disturbing Cutie Mark, and a black suit-jacket. It calmly walked towards the foals, staring at them through the blank void where its face should have been.

The two guards may just have been city guards, but they knew something was wrong when it appeared out of nowhere. The two stallions put themselves between the slender pony and the foals, aiming their spears at its neck.

"I'd advise you to turn back, sir," said the first guard.

"This is a private school and you aren't welcome here," the second guard said.

Slendermane just stared at them.

Ten minutes later, the teacher finished grading papers and turned to the clock, blinking in confusion. His students should have been in five minutes ago. He shrugged, deciding the guards must have given them extra time to play. Unlike the other, stricter teachers, he didn't mind letting foals be foals. He casually strode out to the playground, passing through the hall that led outside... noticing two things immediately.

One, all of the foals were missing.

Two, the two guards were literally planted in the ground, slender trees growing through their impaled bodies, trees that looked to still be growing even as he watched.

The teacher screamed...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The gathered members of BLU as well as Elements of Harmony current and future met up at Twilight's library at around one o'clock in the afternoon. It took a minute for everyone to find a place to sit down, especially with the titanic Heavy and Barricade there, but everyone was able to find a place to be comfortable and still hear Twilight.

Twilight, once everyone was seated, came up to Spy. "I actually got the final results on that blood sample of yours," she said.

Scout blinked. "Wait, blood sample?"

Spy nodded. "After... what happened last week, I felt zat Twilight would be best served to try and find busywork to do. Zo I gave her a blood sample and asked her to study it to find out why I have shape-shifting powers in addition to my pegasus abilities."

Twilight frowned. "And I'm glad I did. The results show that you're part Changeling, Spy," she said.

The Equestrian natives all flinched. "You mean those freaky things that attacked during your brother's wedding?" Rainbow Dash asked incredulously.

Spy blinked. "...Interesting to note. Ze Changelings, zey are an antagonistic race?" he said, casting a worried glance to Zecora.

Twilight nodded. "Pureblooded Changelings feed off of love, and disguise themselves as the loved ones of others. The Queen Changeling, Chrysalis, disguised herself as Princess Cadance, my old babysitter and Shining Armor's fiance. If I hadn't seen through her and my brother and the real Cadance didn't stop her, she would have been powerful enough to take over Equestria, if not the world. Your biology is mostly pegasus, so you don't feed off of love, however you have enough Changeling biology to account for your shape-shifting, possibly even your invisibility powers as well."

Scout smirked. "So Spy's not love-drainin' Zecora, he's just naturally charming his way into letting her 'give him a ride.'"

The zebra blushed brightly as several ponies in the room chuckled good-naturedly, an annoyed Spy smacking the chuckling Scout in the back of the head.

"That hurts more with hooves, y'know," Scout muttered, rubbing his head.

"GOOD," Spy snarled.

Barricade scowled. "I was out of Canterlot at the time with Princess Luna, taking care of another matter. Neither of us found out about the attack until after the wedding. Oh, I wish I could have been there. I would have pounded those freaks into the dust..."

"At any rate," Twilight said, "Spy, I'm going to have to talk to you after the meeting. Queen Chrysalis is a hive queen, so you may be at risk."

"Marvelous," Spy muttered. "As if I did not have enough problems..."

"If Scout's done being a comedian," Zecora said, still blushing a little. "Perhaps the meeting can truly begin?"

Twilight nodded. "Yes. Okay," she said. "Spike? Would you bring me my notes, please?"

The little dragon nodded, bringing over a large sheaf of scrolls. Twilight sorted through them, and pulled a page out from the middle. "All right," she said. "Going over what all of you have told me about the battle with Nightmare Grave, I've come to the following conclusion: AppleDemo should have been dead in seconds."

Applejack and Demoman cringed. "Way te boost our confidence, lassie," Demoman groused.

"Twi, sugarcube, we've talked about this little ol' 'sensitivity' problem of yours before..." Applejack said, grinning weakly.

"I'm not saying this to be insensitive. Nightmare Grave may have been unstable due to the fact that he was an undead, but he was still a Nightmare, and one on the active attack. When Cadance visited with my brother I convinced her to help me with an experiment. I magically replicated the effects of an explosion on her," she said. "She didn't even flinch, although she did make me buy her lots of ice cream afterwards." She blushed a little, clearly feeling bad about doing the experiment at all.

"Well, she IS an alicorn," Rarity said, looking somewhat disturbed by the idea.

Derpy grimaced. "Why were you testing explosions on your old babysitter?"

"There are two types of alicorns," Barricade said, deciding to keep the conversation on-topic, her expression somber. "Normal alicorns, like Cadance, are mortal and live out normal lifespans, but are extremely powerful despite their mortality. They're born rarely, from especially powerful Earth ponies, pegasi, or unicorns. It's highly likely that Twilight's first child will be an alicorn, for example. The other type is immortals, like the Princesses. They usually have connection to a fundamental force of nature, in their case, the movement of the sun and moon. The difference between immortals and mortals is shown by whether or not their manes and tails move on their own."

Medic frowned. "It still seems illogical zat the movement of the sun und moon could be controlled by a single entity," he said. "In our universe, it is the vurld zat revolves around ze sun."

Trixie frowned, and said, "Twilight, if I could explain the history? The tale as told in the Histories is a simple one, but I think a bit of theatrics is in order to help emphasize their importance."

"Nice to see I'm not the only one who's interested in history," Twilight said, smiling.

"I sometimes like to work a bit of storytelling into my act," Trixie said. "I embellish a little, but tell the tale accurately. May I?"

"Very well," Twilight nodded.

Trixie nodded and, before anyone could ask what she was doing, swept her cape around, filling the room with an illusion. Phantom versions of Discord and several alicorns appeared in a shadowy background, doing battle, the Discord illusion cackling madly. The BLUs stared in awe, enraptured by the sight.

An image of Trixie, wrapped in her cloak, all but her glowing eyes hidden by her hat, appeared above them all.

"Long ago," Trixie intoned, "Discord reigned supreme. With his powers of chaos, he made the universe dance to his whim."

The sun and moon danced around the sky at Discord's whim, planets and stars aligning themselves out to spell his name.

"But it was worse for our world, whom he favored tormenting the most," Trixie intoned. The illusion shifted, showing fields of flowers turning into fields of pony-eating plants, animals being twisted and warped into demons that tormented anypony they found, ponies bursting into flame for no apparent reason, as well as other scenes of pure chaos.

"It was all a game to him," Trixie intoned. "And no one could stop him. Save the alicorns..."

The image shifted, several dozen alicorns fighting Discord, dying in droves as Discord fought back, warping reality, twisting them into shapes that he found amusing, or driving them insane and making them fight each other, or simply turning them into flowers and making their loved ones ravenous. Even still, with each scene of battle, Discord became visibly more damaged.

"It was only when two immortal alicorns, sisters the both of them, rediscovered the legendary Elements of Harmony... Or at least the six that had survived to that time," Trixie intoned.

Six elements floated around the two Princesses, both of their manes becoming astral as the power of the Elements flowed through them. Friendship, Laughter, and Kindness went to Celestia, while Loyalty, Honesty, and Generosity went to Luna. Discord laughed at them mockingly, and was enveloped in a magical blast, trapped in stone.

"So that's how it happened," Applejack said softly.

The image shifted one last time, of the immortal alicorns looking out sadly over the remains of the universe. They all flew out, doing their best to repair the damage, leaving Celestia and Luna to rule over the world. Trixie finished off her history lesson. "While Discord was sealed away, the damage he did had been done. The very laws of nature had been broken, and save for areas like the Everfree, very little would move on its own. Celestia and Luna had to teach ponies how to help guide the world, how to change the weather and the seasons. The universe was broken by Discord. And the alicorns, both those that stayed and those that left, have done all they could to fix it..."

The image faded, Trixie withdrawing her cloak. "How was that?" she said smugly, the room remaining silent for a very long moment.

"Pretty good if Pinkie isn't saying anything," Rainbow Dash said, nudging who she thought was Pinkie.

"She's over there," Fluttershy said, smiling kindly, gesturing to Pinkie, who was near the kitchen. The aforementioned Earth pony snapped out of her awe-induced trance and shook her head, giggling nervously.

Rainbow Dash groused for a moment at her mistake. "Anyway, if it knocked Pinkie silent for that long, then I'm gonna wanna see it when I can see again."

Trixie smirked. "The Great and Powerful Trixie would be pleased to give you a show. And because she is so kind, and generous, and..."

"Because she always loves having people stroke her ego," Rarity muttered.

"That too," Trixie agreed, Rarity rolling her eyes in response. "Because I'm almost everything I think I am, I shall give the show for free. I've always had a fondness for history, and am always looking for ways to combine it with my raw magical prowess. This seemed like a good chance to test my newest act."

Twilight Sparkle shook her head, sighing. "It was... historically accurate, but unnecessarily melodramatic. And it made us go off topic. Now, Demoman..." she said, turning to the BLUs. She trailed off, seeing the stunned looks on their faces. "What's wrong?"

Demoman shook his head. "...Please tell me ye have somethin' alcoholic here, lassie. I need a bloody drink after seeing that."

Scout was shivering. "I can't stop shaking... It wasn't even the real thing and I can't stop shaking..."

"No amount of flames I could produce could hurt that..." Pyro said softly, her eyes wide and frightened.

Heavy stared at the spot where the Discord illusion was. "Bohze moi..." he said softly, a new respect for the Princesses filling him. "To fight a god..."

Spy flickflicked his wings nervously, fighting off the urge to reflexively turn invisible. He DESPERATELY needed a cigarette.

Barricade suddenly understood. "It's Discord, isn't it? You've never faced anything like him, have you?" she said.

Engineer grinned weakly. "Yeah... The biggest threats we've faced is a decapitation-happy ghost, a floating eyeball that shot missiles, and a muscle-head who could shrug off minigun fire with his bare chest. And both times we had the Respawn to fall back on... This is... a little out of our league."

"Truckie," Sniper said, shivering, "That bloody thing's so far out of league it's in another game entirely."

"I have heard tales of Discord," Medic said softly, "but to actually see him in action... Mein gott..."

Soldier was uncharacteristically silent, a thoughtful look on his face.

The Equestrian natives traded concerned looks. They were all used to the thought of Discord being defeatable, they hadn't even considered what an outsider would think of upon seeing him.

Pinkie, ever the one to try and cheer ponies up, smiled and hugged Scout playfully. "Don't you worry," she said. "That big ol' meaniepants Discord is all sealed away in stone. We beat him with the Elements of Harmony before, and soon we'll have nine! And even eighteen!" she added, gesturing to Demoman's necklace.

That seemed to mollify the BLUs, light smiles coming to their faces. Pinkie nodded, satisfied, and hugged Scout again, the blue colt blushing a little at the affection.

"Anyway," Twilight said, "We've gotten way off topic. What I was saying earlier is that AppleDemo's explosions shouldn't have been able to hurt even an unstable Nightmare like Nightmare Grave. I have a theory on why she was able to do so well, though. Applejack and Demoman, I need you to merge again."

Applejack and Demoman stared at each other for a moment.

"How?" they asked in perfect harmony.

Twilight blinked, and began looking through her notes. Barricade snickered.

"You didn't think that part through, did you?" Rainbow Dash asked bluntly.

"The Great and Powerful Twilight Sparkle," Trixie teased, shaking her head.

"Oh my..." Fluttershy said softly. "Maybe the notes on how they can merge are in another drawer? I can help look..."

An evil grin came to Scout's face. "Actually... Can you guys help me test a theory on how to do it?"

Spy frowned at him. "What are you up to?"

Scout ignored him. Applejack and Demoman gave Scout suspicious looks. "How, exactly?" Applejack asked.

"Close physical contact," Scout said.

Applejack and Demoman stared at him, confused. Scout, fighting the urge to grin evilly, just nodded. "Stand real close to each other, Applejack in front of Demoman."

"...What are you up to?" Demoman said, glaring at him.

Scout smiled. "Would you relax? I'm tryin' ta help here," he said. Applejack and Demoman stared at him for a long moment, trying to see if he was lying. And strangely, they both got a felling that he was legitimately trying to help. Reluctantly, they moved close to each other, Applejack sitting in front of Demoman.

"Closer," Scout said, nodding and gesturing.

Demoman and Applejack traded nervous looks, and moved closer together, so that Applejack was starting to slide underneath the Scottish Earth pony.

Barricade glared at Scout suspiciously. Scout ignored her, focusing on Applejack and Demoman.

"Are you sure this is gonna work?" Applejack asked, blushing.

Scout nodded. "Just trust me. Now, scootch in a little closer. Try wrigglin' in," he said.

Applejack frowned, but nodded, blushing and scooting back further, rubbing up against Demoman in the process. Demoman, for his part, was blushing profusely. He tried to convince his body that he was human, that the pony underneath him wasn't the same species. His body, however, was only aware of a pretty mare rubbing up against it.

"Um, lassie..." Demoman stammered.

Applejack felt something poke her in the rump. She blushed, and shot across the room so fast that it almost look like she teleported. Demoman slammed his hooves down in front of him, blushing and muttering, "Me kingdom fer a kilt..."

Scout collapsed with laughter.

It took only a moment for everypony in the room to figure out what had happened. Fluttershy blushed and squeaked, hiding behind Rarity, who gave Scout an irritated glare. Rainbow Dash, who couldn't see but could hear everything, quickly whispered to Pinkie, who told her what happened, causing both mares to giggle. Medic was laughing as much as Scout. Spy couldn't resist chuckling as well, despite himself. Everypony else just glared at Scout distastefully.

"Y'all just stay over there!" Applejack said, blushing and hiding behind Barricade.

"Well, if ye didn't rub yuir pretty tush all over me underside," Demoman snapped, both he and Applejack grinning despite themselves.

Scout laughed wildly. "Oh man, that was hilarious!"

"Out of line, kiddo," Barricade said, affixing her deadly Stare on him, causing Scout to flinch. "Don't try it again." Her tone implied that his fate would be somewhat dire if he did, especially if her daughter was involved.

Scout shook his head. "Geez, lighten up," he said, flinching under Barricade's withering Stare. "It was just a joke."

"It WAS NOT FUNNY!" Applejack and Demoman chorused, their minds completely united in their anger with Scout. Before everyone's eyes, the two of them began to glow, becoming blinding...

...and in a flash, AppleDemo stood before them.

Scout smirked. "And it worked," he said.

Twilight blinked. "What worked?"

"Elements o' Harmony, right? I figured that that they gotta think in exact harmony to trigger the merge. I decided to have some fun with it, by gettin' 'em mad at me."

Engineer looked thoughtful. "It's... it's a sound theory," he admitted.

Scout looked smug. Spy smacked him again.

"OW!" Scout said, rubbing the back of his head. "Quit it!"

"Non," Spy snapped. "Just because you were right doesn't mean you weren't a jerk."

"Better watch y'self, laddie," AppleDemo said, shoving her grenade launcher in Scout's face, the pegasus yelping, "I dinnae take too kindly te bein' humiliated." 

"No explosions in the library, please," Twilight almost pleased. After a moment, AppleDemo took the launcher away, resting it on her shoulder.

"So what now, lassie?" she said. "Ye got me here, now what will ye have me do?"

"Some quick questions, first," Twilight said, pulling out a scroll and a quill. "Would you say that you are a fusion of Applejack and Demoman in terms of who you are? Or something else entirely?"

AppleDemo blinked and stroked her chin thoughtfully. "...It's hard te say, really. If I had te put it down in words, I'd say that I am a new being that has both Applejack and Demoman's memories and skills. I dinnae remember existing 'afore the first time they merged."

Everyone traded surprised looks at that. Twilight hmmed thoughtfully, and said, "...Does it bother you at all, that you an only exist through a fusion?"

AppleDemo chuckled, making a dismissive gesture. "Ach, no," she said. "Everyone has their purpose in life. If I can serve mine by only popping into existence a few times, then I'm content. I'd bet me remainin' eye that FlutterHeavy would feel th'same."

The others traded concerned looks, especially Fluttershy and Heavy.

Twilight Sparkle frowned, and then sighed. "Something to consider, I suppose. Now, onto the next experiment. AppleDemo, may I have one piece of ammunition from both of your projectile weapons?"

AppleDemo frowned, and nodded. "Be careful, lassie," she said, handing her a pipe bomb and a sticky bomb. "A mare ken lose her eye playin' with bombs."

Twilight nodded. "I know, I know. Now, if everyone would come down to the lab, please?" she said, both Engineer and Medic brightening at the mention of the word 'lab.' She gestured to a small door, Heavy and Barricade frowning.

"I don't think me and the big guy can fit through there, hon," Barricade said, the towering pony grinning weakly.

"I'll share the results when we come back up," Twilight said. "Spike?" The dragon hopped up on Twilight's back, the unicorn leading everypony else down into her lab. AppleDemo had to duck down, but was able to pass through.

Upon entering the surprisingly high tech facility, Medic and Engineer's grins got even wider.

"Fraulein," Medic almost purred. "You should have told me about zis place sooner."

"Mighty fine setup, little darlin,'" Engineer said, grinning. "Mind if ah use it t'work on Gem Sentry sometime?"

Twilight blinked and facehoofed. "Of course you can," she said, cursing herself for not thinking of showing the two scientists her laboratory to begin with.

"You sure that's a good idea?" Spike said. "I saw Medic laughing at a book about old crimes..." He got off her back, frowning.

Twilight sighed. "I think we'll be fine so long as Medic doesn't bring any patients down here. Also, Engineer is nice enough."

"That's true..." he said. "He didn't even get mad at me when I stole a gem from that gizmo of his..."

"You really need to not eat every gem you find," Twilight admonished him, smirking.

Spike grinned weakly. "I couldn't help it! I love emeralds!"

Twilight shook her head, setting the two projectiles on small, raised platform surrounded by what looked like high-powered energy weapons. AppleDemo tugged her collar nervously, steadily moving behind a thick piece of machinery. The other ponies couldn't help but notice this.

"...Rainbow Dash?" Sniper asked. "Out of curiosity... How many times a week does an explosion come from Twilight's lab?"

Rainbow Dash chuckled nervously. "Well... Let me put it this way... The few times I've been down here, I always make sure that there is a window nearby."

Sniper nodded, and began making note of every fast exit in the room. "Good to know, luv," he said.

Rarity discreetly went over to Engineer, watching nervously as Twilight began turning the intimidating-looking machines on, electricity dancing about. "...You seem to be the most technologically inclined," she asked hesitantly. "Does this setup look safe to you?"

Engineer, who was the only one aside from Medic who remained calm while watching Twilight work, stroked his chin thoughtfully. "Well, the pylons look well built enough. She's the protege of Princess Celestia, so I'd assume she'd have access to high class materials," he said. "Ah'm about... 75% certain that the machine won't detonate the grenades."

Rarity's ears drooped. "Not exactly comforting," she said.

Pyro giggled nervously. "Welcome to my world whenever he's working on something new. I like burning and random infernos as much as the next pyromaniac but I like to be alive to watch things turn to ashes..."

"MUST you use analogies about burning ponies to make a point?" Rarity asked.

"No," Pyro said, smirking.

"Then why..." Rarity started.

"Rarity, ma'am," Engineer said, "Do you honestly want to know?"

Rarity sighed and made a zipping motion across her lips, dismissing the question. Pyro giggled.

The device revved up, glowing ominously as magical energies radiated from it. The various BLUs and Equestrians hid behind thick-looking devices as it glowed brighter and brighter, until finally, with a blinding flash...

...the two grenades began to glow harmlessly, an aura of three apples surrounding them. AppleDemo looked down at her Element of Harmony necklace, and saw that it was glowing. Twilight nodded, removing her goggles, satisfied.

"I thought so," she said, satisfied. "AppleDemo's grenades are charged with the very magic of her Element of Harmony."

Zecora blinked in surprise. "So what you have explained for all of us to see, is that AppleDemo was blasting pure Honesty?"

"A simplified explanation, but yes," Twilight Sparkle said.

Medic looked thoughtful. "Zat makes sense, actually. Ze merged form not only gives us our arsenal back, but also gives it a charge from our merge partner's Element of Harmony. It vould give zem offensive power zey vould not normally have."

Engineer nodded, grinning. "Ah'm guessin' that FlutterHeavy's Sasha was shootin' bullets charged with the Element of Kindess."

"Well, Sasha always killed quickly enough, so I guess mercy-killin's a kindness," Scout quipped.

"Do not tease Sasha," Fluttershy said reflexively. She then blushed and tried to hide behind her mane.

Everyone stared at her, making her blush even more. "Well... I don't really remember much, because I was under that nasty curse... But I remember that firing Heavy's minigun felt REALLY GOOD..." she explained.

Scout started to make a lewd comment about Sasha's 'vibrations.'

"I'll tell Barricade," Spy said.

Scout closed his mouth.

Spy grinned wickedly.

"You do realize," Scout said, "That you basically said 'I'll tell Mom on you' just now?"

"You do realize," Spy retorted, "That I've done your Mom?"

Scout grumbled as Spy snickered. Zecora had to giggle at that, much to her surprise.

Trixie chuckled. "Whatever the case, this is a good thing," she said. "It means that we actually have a chance against any other Nightmares that may show up."

Rarity gagged. "You honestly think that there will be more?"

Pyro nodded. "Nightmares are demigods, from what I've seen, and fearful creatures at that. If Mitta hadn't taken Applejack and Demoman out of town, Ponyville would be Zombieville. We beat Nightmare Grave through dumb luck and a zombie ex machina. If I were the bad guys, I'd definitely batter the town with Nightmares."

Engineer hmmed thoughtfully, nodding in agreement with Pyro. "We can't expect that the Maskies will back off after Nightmare Grave's failure. We have t'be ready for the next attack, and assume it'll be from someone more clever than Gray Hoof."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Doctor Whooves's home..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_bum-bum-bum-bum_

_ bum-bum-bum-bum_

Doctor Whooves rubbed his temples as the the drumming in his head went on. He munched his Jammy Dodgers, trying to focus on his work. He looked sadly over at the wreckage of a blue police box, damaged beyond repair, and sighed. He ate another one of the tainted Jammy Dodgers.

And the drumming got even louder.

_BUM-BUM-BUM-BUM_

_ BUM-BUM-BUM-BUM_

"AGH!" Doctor Whooves cried, clutching his head and writing on the ground in agony. "What... What's happening to me?"

Agony was shooting through him like lighting as the Smooze poison worked its way through his system. His entire body felt like it had been immersed in hydrochloric acid.

_Tick-tock goes the clock, he cradled her and rocked her, _sang a voice in Doctor Whooves's head.

"Aaand now I'm hearing things," Doctor Whooves said, chuckling weakly as he tried to pull himself upright, ever movement like pushing his way through a wall of knives. "That can't be good..."

_Tick-tock goes the clock, even for the Doctor, _sang a voice in Doctor Whooves's head.

"And its this bloody song again," he said. "Bad enough I got sent back a form and turned equine when I got stuck here..."

Doctor Whooves groaned, staggering upright. His mind was racing, the drumming drowning out his attempts to think clearly. It was frustrating beyond all measure. And the pain, especially in his back and on his forehead, were staggering. "This is... Oogh..." he moaned. "I have to... have to get help..."

_Tick-tock goes the clock, a horrid gift he'll now share, _sang the voice.

"Shut up," Doctor Whooves pleaded. "I need to think..."

_Tick-tock goes the clock, thus now rises a Nightmare, _sang the voice.

Doctor Whooves blood froze. Pain on his back... precisely where wings would be on a pegasus... Pain on his forehead... in exactly the usual placement for a unicorn horn. He flashed back to the battle with Nightmare Grave. His memories, altered by Luna's spell, showed a different transformation than the true one, but even with that it gave Doctor Whooves a full idea of what was happening to him.

The drumming became louder. Doctor Whooves screamed in agony, collapsing on the floor in a fetal position, shivering in pain. "Not like this... Not after everything I've done... Please... Someone... anyone... HELP ME!" he pleaded.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_In town..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight's experiment completed, the others went their separate ways. Sniper needed to help the local weather team set up a rain storm, and Rainbow Dash came along to supervise. AppleDemo, claiming she wished to 'go back to sleep,' turned back into Demoman and Applejack, the former going off to visit Berry Punch. Derpy left to continue her mail route, Scout went off to find someone to pester, while Soldier went to stop Scout. Zecora and Spy went to Everfree to gather herbs. Barricade took Heavy and Fluttershy to lunch. Twilight herself kept the two Honesty necklaces, as well as Fluttershy's Kindness necklace, in a sealed chest in a sealed compartment that only she knew about. In a letter shortly after Nightmare Grave's attack, Celestia had told her that it would be better for any Elements drawn to them by mergings would be better served to be kept there in Ponyville, in case of further Nightmare attacks.

"How're you doing, Applejack?" Pinkie Pie said, bouncing up to the rancher as she went towards her farm.

Applejack blinked. "I'm doin' fine, Pinkie. What's up?" she said.

"Well, your accent isn't as strong, and when your accent isn't as strong it means you're relaxed. Plus I had an itchy right eye, and that means somepony's thinking some strong thoughtful thoughts about somepony. Is it about Demoman?" She grinned even wider, continuing on without taking a breath. "Are you starting to get a crush on him? Because that would be SOOO CUTE! I mean, you're already partners in your Element and if you started dating because of that, that would be so cool and I could throw you two a party and..."

Applejack clamped Pinkie's mouth shut. "Y'all need to stop reading those romance novels of Rarity's," she said.

Pinkie Pie blushed. "Heheh. Sorry. My brain's been wired that way ever since she got me interested in them."

"No harm done, sugarcube," Applejack said, chuckling. "As for Demoman... Ah like him and all, sure. He's a handsome stallion."

Pinkie Pie grinned.

"He's also short-tempered, a heavy drinker, the fact he knows so much about demolitions is kinda creepy, more interested in Berry, and he smells funny," Applejack said. Pinkie Pie laughed. Applejack grinned and continued, sighing. "And another thing... Well, they want to go home. Demoman... I could see his thoughts when we were AppleDemo. He misses his mother so badly... Ah don't want to get too attached in case they find a way to get back to their world."

Pinkie Pie frowned. "I guess that makes sense..."

Applejack gave her a worried look. "Gettin' fond o'them?" she said.

Pinkie Pie grinned. "A little... I mean, Scout's a jerk at times, but he always knows how to have fun."

Applejack smirked a little. "Talkin' about crushes... I think that y'all may have a crush of your own on BLU's resident loudmouth."

Pinkie Pie blushed.

Trixie, meanwhile, was working in her cart, preparing various tricks. She had managed to convince the Mayor to let her put on another show, under the condition that she refrain from the insults and not suggest anything that might convince fanboys like Snips and Snails to do something like bringing an Ursa Minor to town again. The lead pipe the Mayor kept in her office, the slightly bent from being used on the heads of criminal ponies, provided a clear picture to Trixie of what would happen if there was another incident.

(Trixie, for her part, was mildly impressed. She had an impression that Twilight had usurped a lot of the Mayor's authority when she came, but the Mayor proved that she still had the political prowess to make her the town's leader. Plus, she could swear she knew that lead pipe from somewhere...)

She was working with some fireworks when Pyro popped up behind her and chirped "Hi!" Trixie yelped, almost dropping and lighting the fireworks she had been manipulating. She turned, and smiled weakly at the blue pyromaniac.

"H-Hello, Pyro," she said. "Can I help you with anything?"

Pyro shook her head. "Nah, I'm just bored. Now that the experiment's over and I'm not needed for anything, I've got nothing to do. I always did like magic acts, so I decided to see what you were doing." 

Trixie quirked an eyebrow. "REALLY now..." she said. She smirked. "Well... What are magic acts like in your world?"

Pyro smiled. "Mainly stage magic, tricks and such," she said.

Trixie grinned. "Want to see how a magic act with real magic works?"

Pyro grinned happily. "Sure!"

Rarity, meanwhile, found herself in an uncertain state of mind. She was caught up enough on her orders that she could afford to take a break, so she decided to go for a stroll around town. She didn't have any particular destination in mind, she just wanted to try and clear her head. All of the past events had left her worried. Unpleasant thoughts that made it difficult for her to sleep.

She eventually found herself near the construction site, where the workers were taking a rest, Engineer tinkering with his Gem Sentry. The design had become much less haphazard, the gems now smoothly integrated with the framework. The design was sleek, almost pony-like.

"Seems to be coming along well," Rarity said.

Engineer looked up, startled. He smiled, and said, "Yeah, ah suppose she is. Ah know it's weird, but ah don't feel comfortable without a Sentry nowadays. Especially going into a battle situation... Once ah get the design perfected, give her a little AI so she can aim and load on her own, ah'm gonna work on making a Dispenser next."

Rarity sighed, shivering. "All these battles... First the Nightmare Dogs, then Nightmare Grave..."

Engineer smiled sympathetically. "Not exactly what you expected when you went into the fashion industry, was it?"

Rarity grinned weakly. "It's a little much," she admitted.

Engineer shook his head, chuckling. "Well, don't you worry none. Builders League United is here. We specialize in practical solutions. High caliber ones."

"...You'll forgive me if I am not sure how to take that," Rarity said, grinning weakly.

Engineer smiled. "Sometimes, ma'am, even I'm not sure," he said.

Rarity smiled. "...If nothing else, knowing we have such capable warriors here is something of a comfort. Oh, we have a police force, but Ponyville is so peaceful usually that we rarely need them."

Engineer quirked his eyebrow. Rarity chuckled. "The monster attacks aside, of course," she amended. Engineer chuckled.

"It's a nice change to be welcome," he said. "Back in Teufort, everyone kept commissioning to have both RED and BLU kicked out. Can't really blame them, though. Especially after Soldier decided that a Mall Santa training facility was a communist training ground and blew it up."

Rarity blinked. "...What are Mall Santas?"

Engineer blinked, and facehoofed. "Sorry, cultural thing... Mall Santas are people who impersonate a mythological figure named Santa Claus. Santa Claus is a benevolent, elvish type o' fellow who has a good sense of what kids all over the world was mostly nice and which was mostly naughty, and at Christmas time brings all the nice ones presents. The bad ones just get lumps o' coal. At least, that's how the legend goes. Mall Santas are mainly somethin' nice shopping malls do for kids so they can think they delivered their wishlists to Santa."

Rarity's eyes widened, making a mental note to ask about that 'Christmas' holiday he mentioned later. "Interesting," she said. A playful smirk came to her face. "If nothing else, this 'Santa Claus' may be a good way to trick Sweetie Belle into behaving herself when she comes over," she said, making Engineer chuckle. After a moment, Rarity said, "You say mythological, but I get the strangest feeling you believe differently."

Engineer shook his head. "Ma'am, ever since ah joined Builders League United, I've had all my theories about myths and legends torn t'shreds. Ah didn't believe in ghosts, until one started hauntin' the battlefield on mah first Halloween. Soldier, Pyro, and ah got space guns that was sent from another dimension. That mall incident? A supposedly fictional figure out of Australian Christmas legend came around shortly after to kidnap a bunch of young'ns to be forced labor in his weapons and hat factory. If it wasn't for Scout, Soldier, and Spy, he'd have kidnapped fifty kids. And then there's the fact that the Administrator tried to have both RED and BLU kill Santa Claus himself. After we got confirmation he was real, we had ourselves a little Christmas truce and then had a 'friendly little chat' with the vicious old bitch."

Rarity winced. "Seems you have issues with this 'Administrator.'"

Engineer shook his head. "Ah swear, if she wasn't signin' our paychecks... About the only person ah hate even more would be my ex-wife Irene..."

Rarity nodded. "I do hope I'm not being too impertinent with these questions..."

Engineer shook his head. "Not at all," he said. "If y'all were gettin' too personal, ah'd let you know right quick."

Rarity smiled. "It's just that... I find you oddly fascinating..." she said, blushing.

Engineer just grinned at that. "Somethin' about someone who's as rustic as yer pal Applejack bein' as intellectual as Twilight Sparkle?"

Rarity nodded. "Something like that, yes."

Engineer sighed. "...Ah appreciate it, Rarity, but I'm hoping of course y'all realize I'd like to keep our friendship at just that..."

Rarity nodded again, smiling warmly. "Of course. I wouldn't dream of imposing."

Engineer smiled. "Thank you, Miss Rarity." He took a sip of the coffee he was drinking, and said, "While we're on the subject o' questions, ah was wondering something... How are the seasons managed? Ah know that pegasi control the weather'n all, but it never occurred to me until Trixie's little display that season changes might be managed as well."

Rarity chuckled. "This may take a while," she said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Doctor Whooves' home..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Minuette liked to think of herself as being able to handle anything. Being brainwashed by a parasitic Changeling and thrown into a dungeon cavern with the other two bridesmaids? Fine. Things happen. (She certainly couldn't complain about having an uninteresting life since becoming Ponyville's resident dentist.)

Rarity getting the damn bouquet before her? Irritating, but she couldn't honestly say that she wouldn't have done the same thing in her place.

And that was just her life here, before she took up residence in Ponyville with Doctor Whooves. She felt mildly amused that the only things she felt were of note after living here for so long was the mess with the wedding.

Humming quietly to herself, she trotted up to the door, intent on having dinner with her old friend and former lover. Their relationship had fallen apart, but they remained friends, and she still valued his company.

A scream of agony came from the workshop. Minuette felt a cold shiver of fear go through her. She ran over to the workshop next to his house, and banged on the door. "Doctor? Doctor, is anything wrong?"

No answer, save for a low moan of pain. "Doctor?" she tried again. "Doctor, it's Minuette. Let me in..."

No answer again. Minuette's eyes narrowed. Something was very wrong. She tried the door, the knob a push-down handle, only to find it locked. She scowled, her horn's magic flaring as she tore the lock apart, kicking the door open. What she saw when she got inside worried her even more.

The lab was in shambles, but that wasn't what worried her. The lights were flickering, and her horn could sense a strong magic in the air, stronger even than the natural magic that connected Earth ponies to the land around them.

"Doctor?" she called out, growing more and more worried. "Doctor? It's me, Minuette." 

A low moan came from the back of the lab, where the remains of the police box were. Minuette ran to the back, gasping in horror at what she saw.

Doctor Whooves lay there, groaning in agony. His body had grown physically larger, the bowtie he wore snapped off of his neck. His body was bulging in places, as if something underneath his skin was trying to force its way out.

"Oh my God," Minuette said, going to Doctor Whooves's side. She gently picked him up. "Doctor... Doctor, it's River," she said, using her real name. "Please, what's happening to you?"

Doctor Whooves, his body wracked with agony, slowly looked up at Minuette. "R-River?" he said softly. "P-Please... get out of here..." 

"I'm not leaving you, Doctor!" Minuette said. _Never again, _she asserted.

Doctor Whooves shook his head, cringing as his neck suddenly bulged out. "N-No, you don't understand... The drumming... So loud..."

Minuette's blood froze, the fear in her heart growing. "No... No no no!" she said, shaking her head.

Doctor Whooves groaned. "P-Please... G-get help... Go to Derpy... Tell her to take kids and run... Get BLUs to kill me..."

"NO!" Minuette said. "I'll... I'll get the Elements... I'll save you, Doctor!"

"T-Too late for me..." Doctor Whooves said, smiling weakly. "T-Transformation almost complete..."

Tears started to flow down Minuette's face. "Doctor..." 

"G-Go..." he said, dark lightning starting to play over his body. "Q-Quickly..."

Minuette shook her head again. She was confused and frightened, none of her training useful in this situation. "I'm not..." she started.

"JUST GO!" Doctor Whooves roared in an almost demonic voice. Minuette gasped, jumping back. She took one last look at Doctor Whooves and ran. Doctor Whooves moaned softly. "For whatever happens from this point on," he said softly, "I hope you can forgive me."

He threw out his forelegs, a golden glow erupting from inside him as he screamed.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The construction site..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

As Engineer and Rarity talked, Medic came up to them, the doctor having come into town to get something to eat.

"Building relations with the locals?" he asked, smirking.

Engineer nodded to him in greeting. "Miss Rarity and ah was just having a little chat, is all. She's been tellin' me about how the season changes work. Mighty fascinatin!'" he said.

Medic nodded. "Indeed, I have been vundering about zat myself," he said, sitting down with the two of them.

As he did, though, Minuette ran up to them. "Oh... Thank God you're here!" she said, Engineer and Medic immediately noticing the turn of phrase. Equestrians, normally, would invoke Celestia. And Rarity's lack of reaction to the phrase meant that this wasn't an unusual thing for the sky blue unicorn to say.

"Doctor Whooves... Something's terribly wrong with him!" Minuette stammered.

"Oh dear," Rarity said, worried for the town's resident inventor, "is he hurt badly? Did one of his experiments go wrong?"

Minuette shook her head, the normally calm and collected unicorn visibly shaken. "I... I don't know! He's grown larger, and his body keeps bulging like there's something trying to get out of him..."

Medic and Engineer traded looks. "Take me to him," Medic said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Doctor Whooves's workshop..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Doctor Whooves collapsed as his transformation completed. He coughed, shaking himself out as he slowly pulled himself to his hooves. The drumming in his head wasn't as loud now, the sound soft, almost comforting.

"Well..." he said, stretching. "All things considered, that wasn't as bad as I thought it was." He felt an unusual set of muscles, and turned, seeing that he now sported a pair of large, feathery wings. He grinned. "Oh that's quite lovely," he said, flapping them experimentally. "Quite lovely indeed. Bloody brilliant! I'll have to try flying later."

He looked around. "Mirror... Mirror mirror mirror," he said, looking around for a reflective surface to look into. A piece of reflective metal from the police box wreckage was levitated over to him. Doctor Whooves blinked, and felt his forehead, a wide grin coming to his face.

"A horn! Flight AND magic! Oh, this is a fine day!" he said, chuckling in almost childish delight. "Now let's see what I look like now." He pulled the reflective metal over to him, examining how he looked.

"Not a ginger, or a girl, always a plus, and still the same overall form," he said, nodding, admiring his long, pointed horn. He frowned soon after, though, realizing his coat had gone charcoal gray, his brown mane now a dark black. "Gray... Oh, I so hope I haven't become one of those cowardly Discorded versions of myself..."

He looked into himself, feeling no fear at all, just a wicked mirthfulness. "Well, that's good. And this is a fine coloring anyway," he said. He examined himself some more. His Cutie Mark was still the same, but he was now physically larger, at least double his original size. His eyes were now bright gold, the pupils catlike.

He grinned, a cruel joy coming over him. "Haha, look at me now!" he said, excitement over his new form overtaking him. He leaped into the air, flapping his wings experimentally. When he began to float, his powerful wings keeping him aloft, albeit somewhat clumsily, he laughed.

"This is what being a Nightmare means?" he said, chuckling. "Oh, bollocks on how I felt earlier! This is WONDERFUL!"

He landed, and looked over to a giant hourglass in the corner. He focused on it, his magic flaring and crushing the hourglass into wreckage. He cackled, delighted both at the feel of his power and how it felt to destroy.

"Brilliant!" he said, laughing. "Bloody brilliant!"

He looked over at the wreckage of his police box, smirking wickedly. "And of course, a Nightmare has to have armor..." He brought his magic to bear again, forming a vicious-looking harness and helmet out of the remains, the ensemble resembling a more masculine version of Nightmare Moon's armor, which was Doctor Whooves's only point of reference.

He looked himself over in the reflective metal again, grinning in approval. Although for some odd reason he felt incomplete...

He looked down at the bowtie on the floor. After a few moments of staring at it, he picked it up, repairing and widening the collar it was attached to, and put it on once more. "I'll keep the bowtie," he said. "Bowties are cool."

Feeling better about his appearance, Doctor Whooves looked into the mirror again, grinning. "Perfect," he said. "Time for the Nightmare Doctor to have a little fun."

"Doctor?" came Minuette's voice.

Nightmare Doctor grinned viciously. "Ah, how delightful. She didn't listen to me. That makes things SO much EASIER," he said.

_**TO BE CONTINUED**_


	9. Tick Tock Goes The Clock Part 2

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 9: Tick Tock Goes The Clock Part 2**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts immediately after the events of the previous chapter. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Doctor Whooves's lab..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Medic, Engineer, Rarity, and Minuette ran up to the old shed on the edge of town. Minuette started to go in, but Engineer stopped her.

She gave him a murderous look. "The Doctor's in danger. I'd advise you not to get in my way," she growled.

Engineer, who put up with Soldier's threats for years, didn't even register the menace in her tone. "Just listen," he said.

Minuette frowned, shaking her head. "I can't hear anything," she said. And then she realized what that could mean, her eyes widening in fear.

"Somethin's very wrong," Engineer said. "Rarity, get the others. Me, Minuette, and the doc will go in and check this out."

Rarity frowned. "But what about you?"

Medic turned his healing beam on Engineer. "I have un UberCharge partially built up," he said. "If push comes to run like hell, I vill Uber us und get us to safety."

"We'll be fine," Engineer said. "But we'd be a lot finer if you'd get the fighters."

Rarity frowned, but nodded, galloping off to seek the others. Minuette paced nervously. "We need to go check on him... I have to know if the Doctor's all right..." she said.

Engineer nodded. "Let's move in, but carefully. From what you described, something other than death might have happened to him..."

Minuette shivered for a moment and shook her head. "No. No, he's fine," she said as they slowly walked into the lab. "He has to be..."

"Doctor Whooves means a lot to you," Engineer said softly, "doesn't he?"

Minuette, her voice now holding a trace of an accent both Engineer and Medic recognized as British, shook her head and chuckled. "You have no idea..."

"And it'd take way too long to explain, anyway," said a voice from within the shadows of the laboratory. Engineer, Medic, and Minuette went back-to-back, looking frantically around. From the darkness near the back of the lab emerged a massive figure, clad in makeshift armor that, to Minuette's eyes, vaguely resembled a more masculine version of Nightmare Moon's helmet and harness. Its coat was dark black, its mane and tail flowing, showing vague, shadowy images of what Engineer and Medic guessed were Equestria's past and future.

Minuette, despite the changes, could see something familiar in the creature. "...Doctor? Doctor, is that you?"

"Indeed," he said, idly adjusting his bow tie. His voice now felt more natural coming out of his mouth, and carried the same British accent Minuette's now did. "Like the new mane? A last minute change as my transformation completed itself. As it turns out, what was happening to me was something... rather glorious, wouldn't you say?"

Minuette shook her head. "Doctor... Doctor, we need to get you help..." she said, the light blue unicorn stepping forward, smiling nervously.

"Stay in formation," Engineer snapped. Minuette, intent on the grinning, evil thing that used to be Doctor Whooves, ignored him.

"Help?" the former Doctor Whooves said, chuckling wickedly. "I am immortal again, dear Riversong. And I have more power than I ever did as a mere Time Lord. I'm the Nightmare Doctor now. So bow down, little girl."

Before Minuette or the two BLUs could react, Nightmare Doctor seized her with his magic and forced her to look into his golden eyes. His mane and tail shifted, rapidly showing images of a blonde human-like woman at various points in her life. "Tick tock goes the clock, o'er the years we fly. Riversong, now Minuette, live each life you die," Nightmare Doctor intoned.

Golden light shot from Nightmare Doctor's eyes, lancing into Minuette's. She convulsed, making a strangled sound, her eyes rolling back into her head as she went limp in his magical grasp. Nightmare Doctor laughed viciously, tossing her aside.

_Not good, _both Medic and Engineer thought at once, both of them steadily backing away. "What did you do to her?" Medic demanded.

Nightmare Doctor, his mane and tail back to showing only vague images, chuckled. "There are infinite possibilities out there. Infinite universes infinite variables," he said. "Minuette and I were firmly ready to believe you were from another universe, as we were as well before circumstances forced us to become stranded in this one, turned into mortal ponies and forcing us to take up new lives. My dear Minuette, whom used to go by the name Riversong, is now experiencing the the last few minutes of life of every version of herself that died a horrible, agonizing death, ones that she didn't regenerate from. At the same time, on eternal repeat." He chuckled cruelly. "I wonder how long it will take for her to lose herself completely in all those terrible, terrible memories?"

Medic and Engineer both looked over to Minuette's limp, twitching form, her eyes wide open and staring. The mad doctor and the machinist looked at each other, looked at the grinning Nightmare, and made a tactical battle decision.

They ran for it.

Nightmare Doctor laughed, the sound echoing over the entire town, sending chills down everypony's spines..

And all the while the drumming in his head went on, drowning out the desperate, despairing screams of his true self, trapped inside his mind.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sugarcube Corner..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Demoman was behind the building, admiring his work. An array of fireworks lay out before him, all of varying sizes and shapes. Mr. Cake looked over them nervously, Pound Cake sitting on his back and watching with curiosity.

"Seems you've been busy," he said.

Demoman chuckled. "People think it's so bloody easy," he said. "But it takes time and precision te make a decent explosive from scratch, one that won't blow up when ye bloody sneeze on it. Especially fireworks. Ye just have te make sure ye have all yuir mixtures in the proper proportions." He scratched his chin with his hoof. "Almost like cooking, in a way."

"Except my cakes don't blow up," Mr. Cake said.

"What about that one time with the chocolate, popcorn, taco sauce, and the avacado cream..." Pinkie Pie started. Before she could go off, though, Mr. Cake gently pushed her mouth shut.

"Pinkie, dear, I thought we agreed never to mention that again," Mr. Cake said, grinning nervously.

"Oh yeah," Pinkie said, nodding as she remembered her promise. "I still don't see why, though. That was the most DELICIOUS mess EVER!" She giggled, bouncing around.

Demoman gave Mr. Cake an amused look. Mr. Cake just sighed. "Long story involving my one attempt at experimenting. A story I'm not willing to go into right now," he said.

Demoman chuckled, turning back to his creations. "At any rate," he said, "I'll be savin' these for the next time Pinkie has a big party. Nothin' tops off a celebration better than a few fireworks, says I."

"We may need them for something else," Rarity said, running up to him, pausing to catch her breath.

Pinkie blinked as she saw Rarity's condition. "Wow, Rarity, you look all tuckered out! Were you running a marathon? I thought that was more Applejack or Rainbow Dash's thing. It never hurts to keep in shape, though, so if you were running a marathon..."

"Pinkie," Rarity interrupted, "I wasn't running a marathon. Medic and Engineer sent me to gather the others."

Demoman blinked, his expression turning serious. "Give us a sitrep, lassie," he said, tossing fireworks into the saddlebag he wore.

And then Nightmare Doctor's laughter echoed over the town. Rarity gulped nervously. "...The situation may be a little more dire than originally thought."

Spy faded into view, startling everyone except Demoman. "I just met with Medic and Engineer. It seems we have a bit of a problem," he said.

"No bloody kidding," Demoman muttered. "The others hear that?"

"I'll gather zem," Spy said, fading out of view.

"Does he always do that?" Rarity said, shaking her head in annoyance.

"Aye, lass," Demoman said, chuckling wearily. "It's sad, but we've all kind of gotten used te him popping out of nowhere like that."

Derpy flew down from where she had been delivering mail. "What's going on? That laugh, it sounded familiar..."

Demoman blinked. "Ye know that cackle?"

Derpy nodded. "I... This is going to sound weird, but it sounded like Doctor Whooves," she said.

Rarity gave her a sad look. "I'm afraid that's where I've just come from," she said. "And hopefully where Medic and Engineer are coming from as well."

Derpy gasped. "No... Is the Doctor all right?"

"Better than all right," said a voice, Nightmare Doctor appearing among them in a swirl of dark magic.

"Doctor Whooves?" Derpy asked, confused, not daring to land near the alicorn. "You... Something's wrong with you..."

Nightmare Doctor snickered. "And of course my former assistant is the first one to notice," he said. "Even if she did see it backwards with those lovely, silly eyes of hers. Indeed my dear, I have changed. I'm the Nightmare Doctor now. I'm immortal again. And I. Am. FREE."

Demoman glared at him. He grabbed one of the fireworks he had, using a nearby stone and his hoof as a flint to try and light it, aiming it at Nightmare Doctor's face.

Unfortunately for Demoman, Nightmare Doctor noticed. "Ah ah ah, none of that now," he said, lifting Demoman up and forcing him to look into his eyes. His mane and tail shifted, becoming images of Demoman in his human form. "Tick tock goes the clock, oh how many times you've died. Live them all once again, and forget each time you survived..."

Demoman made a choking sound, his remaining eye rolling up in the back of his head as he went limp. Nightmare Doctor chuckled, his mane turning back to 'normal,' and turned towards the others...

...only to get bucked full in the face by the recently arrived Applejack, slamming up against the side of the building, and then mummified by a bunch of ribbons fired from Pinkie Pie's party cannon, the party pony pulling the powerful artillery out of nowhere. .

"C'mon!" Applejack shouted. "Get to Twilight's!" Mr. Cake had already run inside to get Mrs. Cake and Pumpkin, Pound crying in fright.

"What about Demoman?" Rarity asked.

"We cain't do nuthin' for him right now," Applejack said. "Ah'll hold him off!"

Mrs. Cake and Pumpkin came out, staring nervously at the tied up form of Nightmare Doctor, who had stopped moving and started to laugh. At Applejack's insistence, they ran off, heading for the library

As they ran, Nightmare Doctor broke free of the bindings, using time magic to age the ribbons into dust.

"Not bad," he conceded, dusting himself off telekinetically. "But the overall game will still be mine."

"Not if ah can help it!" Applejack said, launching herself at Nightmare Doctor. He caught her in midair, smirking.

"The Smooze has shown me, dear Applejack," Nightmare Doctor said, his mane and tail shifting, showing images of a grinning pink madmare and a cold-eyed lavender unicorn with a smirk on her face. "The Smooze has shown me what Pinkie Pie and Twilight Sparkle have suffered. It has shown me you are about to suffer." He forced Applejack to look him in the eyes, and began to chant. "Tick tock goes the clock, an eternity of screams. Waking nightmares will haunt you all, live out your friends bad dreams."

Applejack suddenly found herself living out the dreams Pinkie Pie and Twilight Sparkle had suffered, both as vitcim and victimizer. She screamed and collapsed in Nightmare Doctor's grasp, the wicked alicorn casually tossing her limp form over near Demoman.

As he prepared to walk off, he noticed two figures that had wandered up to him. He smirked.

"...Doctor Whooves?" Lyra asked, confused by what she was seeing.

Nightmare Doctor grinned viciously. Bon Bon gulped nervously, spotting Demoman on the ground, getting an idea of what was going to happen next.

"Ladies," Nightmare Doctor said. "How'd you like to be my assistants?"

Bon Bon grinned nervously. "Ahh... No thanks, we've already got jobs," she stammered.

"Oh," Nightmare Doctor said, drawing them both to him. "But I insist."

The two tried to run, but his magic was far too strong. He pinned them to the ground, setting them on their backs and forcing them to look directly at him. "Tick tock goes the clock..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Books and Branches Library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The Cakes, Pinkie, Rarity, and Derpy ran into the building, encountering Twilight as she was arguing with Trixie over a matter of magic methodology.

"What in blazes?" Trixie said as they all burst in suddenly, Spike's baby phoenix Peewee chirping fearfully, Owloysius flapping over to calm him down. The Cakes quickly set to quiet their crying children as Pinkie and Rarity ran up to Twilight.

"It's Doctor Whooves," Rarity said, gasping for breath. "He's become a Nightmare!"

"WHAT?" Twilight shouted.

"Another one?" Trixie moaned.

Spike groaned. "Oh man... And it's that weirdo Whooves this time..." he said, ignoring the glare Derpy gave him from the window she was looking out of.

"Calm down, everypony," Twilight said. "We still have a chance. Applejack and Demoman."

"They're already taken out!" Pinkie Pie said, whimpering. "Demoman got some super mind whammy put on him, and Applejack stayed to fight him so we could escape, but I don't think she can fight him alone, we've got to go HELP HER, we have to..."

"Calm down, Pinkie," Twilight said, trying to stop her voice from shaking. AppleDemo had done extremely well against Nightmare Grave, but to have her taken out of play that fast... "We still have Fluttershy and Heavy's fused form to fight with. I can prepare a letter to Princess Celestia to have her send us the rest of the Elements of Harmony, and..."

"Vhatever ve do, ve have to do it fast," Medic said, he and Engineer arriving through the door.

"Spah met up with us on our way over. He's already gathering reinforcements," Engineer said. "We need to find a way to slow Nightmare Doctor down, and fast."

"Twilight?" Derpy said.

"Not now, Derpy," Twilight said as she began to look through her oldest reference guides with the help of Medic and Engineer. Trixie frowned, going over to look at what Derpy was looking at. She stared, confused.

"Twilight," Derpy pressed, "do you still know how to put up that force field that you put up during the Gabby Gums mess?"

Engineer blinked. "Gabby Gums?"

"Sounds like a dental hygiene problem," Medic muttered.

"Long story," Twilight said. "And I do. Why?"

After a moment, Derpy said. "...You might wanna put that shield up."

"EX-TER-MIN-ATE!" chorused a pair of familiar voices. A singed, smoldering Pyro came crashing through the door moments later, groaning in pain as she skidded to a stop.

"Like, now," Derpy insisted.

Twilight blinked, and focused, conjuring up the force bubble just as a pair of laser blasts slammed into it. Twilight winced, the impact resonating through the shield and into Twilight's mind.

Medic immediately ran over to Pyro, who was struggling to stand up, giggling dazedly. "Wow, what a rush," she said, her senses slowly returning as Medic healed her.

"Pyro, darlin,' are you all right?" Engineer said, hugging her tightly.

Pyro nodded. "Yeah, yeah, I'm fine," she said, chuckling. "I'm heat resistant, remember?"

"Vhat in blazes happened?" Medic demanded.

"Well," Pyro said, shaking her head to clear it, "I was out running some errands for Trixie, getting some stuff she needed for her show, when I saw... I guess it was Lyra and Bon Bon, but they had this weird armor on. Their eyes were covered with a plate with a blue eyestalk on it, and they wore shoulder armor with a thin laser gun on one side, and a plunger on the other. I tried to talk to them but they just blasted me."

As if on cure, another pair of laser beams hit the shield. Twilight gasped, her nose starting to bleed from the force against her shield.

Trixie grimaced. "Spike, I'd send that letter to the Princess now," she said.

Spike shook his head, stammering, "I... I can't! The forcefield spell blocks any messages in or out!"

"WHAT?" Rarity said. "You mean we're stuck here?"

Trixie gulped nervously. "Maybe they'll get tired and leave?"

Derpy shook her head. "No. I know what Nightmare Doctor's turned them into. And Daleks, even just ponies brainwashed into believing they are Daleks, won't leave until they're stopped or everything non-Dalek is dead."

Twilight stared at her, wincing in pain from the steady blasts to her forcefield.

Derpy grinned weakly. "Long story, all of which occurred before you moved Ponyville," she said.

"All of which can wait," Trixie said, trying and failing not to panic. "We're still stuck in here with a couple homicidal whatever they ares out there trying to kill us! To say nothing of what their creator may be doing!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Town hall..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Heavy lay defeated, his eyes blank and staring, another victim of the grinning Nightmare's mental manipulation. Ponies ran from the scene of battle, Soldier and Scout stood ready to face him off, having gone into town after the meeting. Barricade, a frightened Fluttershy shivering behind her, glared at the Nightmare, who just smirked.

Standing with them, a lead pipe in her mouth, was the Mayor.

"I take it," Nightmare Doctor said, "You aren't here to discuss your terms of surrender."

The Mayor scowled, and set down the pipe. "...My father was the mayor of Metrot City out west. He never gave up when thugs tried to make him surrender control of the city to them. He never gave up and he drove them out, almost single-hoofedly."

Nightmare Doctor snickered. "And you want to live up to his legacy. How quaint," he teased.

"I'm tired of my little ponies being harassed by monsters and madmares," the Mayor said. Her heart was racing fearfully, but she showed no signs of backing down as she picked up the pipe again. "Time to start doing something about it. BRING IT."

Nightmare Doctor chuckled viciously. "Oh, this will be fun," he said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Books and Branches Library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Engineer frowned thoughtfully. "...Ah have an idea," he said, "But Miss Rarity, ah need your help on it."

Rarity, without a moment's hesitation, nodded. "Whatever I can do to help, I shall."

Engineer nodded. "Medic, you got an Uber built up?"

Medic frowned. "Close to it," he said. "Vhy?"

"Remember what you told me happened to Applejack when you Ubered her back in the tunnels?" Engineer said, Medic's eyes widening as he got an idea of what

Rarity blinked. "...Not that I'm not grateful that you trust me," she said, "But why me? Twilight is far more powerful, and Pinkie has been known to warp reality to her whims from time to time."

"Only when the gag calls for it," Pinkie Pie corrected, the Cakes rolling their eyes.

Engineer grumbled. "Ah need more time to figure out Pinkie's weird abilities before ah can trust her with the kind of power this may give you," he said. "No offense."

"None taken!" Pinkie chirped, having gone through the same thing with Twilight. Although a part of her thought it was a little inappropriate to think that, considering the situation.

"And I need to focus on the *ngh* forcefield," Twilight said, wincing from each blast hitting the shield.

Trixie frowned. "Perhaps I can bolster the shield," Trixie said. "It worked well during the Nightmare Grave fiasco with the healing field."

But before she could do anything, the blasts stopped being directed at the shield, the sound of a thunderclap resounding outside. Derpy grinned.

"It's Sniper and Rainbow Dash!" she said. "Sniper's shooting at them while having Rainbow Dash make the cloud they're on dodge!"

Engineer ran to the window. Indeed, Sniper was taking potshots at the transformed Lyra and Bon Bon, lightning striking down at the two. As they fired back, he called out directions to the blinded Rainbow Dash, who moved the cloud the two of them were on out of the path of the beams.

"We have some time, then," Engineer said. "Medic?"

"Almost at full charge," he said, casting his healing beam on Twilight to help her recover from the Dalek-fied ponies attacks.

Trixie frowned, watching the fight outside. Lyra and Bon Bon were starting to compensate for Rainbow Dash's swift, Sniper-guided dodges. If they hit the cloud, they could focus on the two separately. Sniper wasn't as fast or agile as Rainbow Dash, and Rainbow Dash herself was currently disadvantaged.

_What am I doing? _Trixie thought as she ran out to the edge of the forcefield.

"Trixie, wait!" Pyro called out, following her. "Can you even cast though the shield?"

"Not any offensive spells, no," she said. "I recognize this type of shield. No attack spells can go out or in. But passive spells, like illusions..."

Pyro grinned. Trixie sighed, and concentrated. Her horn glowed brightly, a wispy mist flowing from it and wrapping around the heads of the two ponies-turned-Dalek.

They began looking around frantically, Trixie's illusions overriding their eyestalks visuals, making them think they were both trapped in metal boxes filled with reflective surfaces.

"ERR-OR!" Bon Bon bellowed. "VIS-U-AL ACCU-ITY HAS BEEN COM-PRO-MISED!"

"ILLU-SIORY SPELL DETECT-ED," Lyra bellowed, "PRE-PARING TO COM-PEN-SATE FOR MAGIC-AL ASSAULT!"

Lyra's horn glowed as she tried to dispel the illusion. Sniper had Rainbow Dash glide down to the shield. "Can they break that illusion?" he said.

Trixie shook her head. "Not easily," she said. "I may not be as... as strong as Twilight Sparkle," she said, clearly forcing that admission out, "but my illusions are top rate. As you well know from my history lesson earlier."

Sniper and Pyro both shuddered, remembering. Rainbow Dash fumed. "What's going on out there? Sniper was training me to use my ears better out in Everfree when Spy rushed by, heading for Zecora's!"

Trixie kept her eye on Lyra and Bon Bon as Lyra attempted and failed repeatedly to dispel her illusion, ready to recast it at a moment's notice. "We have a new Nightmare to deal with. Apparently someone named Doctor Whooves was transformed. He's already defeated Demoman and Applejack, and turned Lyra and Bon Bon into these... things."

"Doctor Whooves..." Rainbow Dash said. "You mean that nutty inventor on the outskirts of town?"

Trixie nodded. "I'm afraid so LOOK OUT!" she screamed, a laser blast from Bon Bon lancing between them, Rainbow Dash just barely managing to pull the cloud back in time.

"SWITCH-ING TO AUDIO TRACK-ING," Bon Bon bellowed. "EX-TER-MIN-ATE!"

Trixie prepared to cast another illusion spell, this one centered on hearing, cursing her carelessness. _Hurry up in there, _she thought.

Back inside, Medic felt a familiar tingling. "I am fully charged!" he said.

Engineer nodded. "Give a quick overheal to Pinkie and the Cakes," he said, Medic turning to do just that. He turned to Pinkie and said, "Take the Cakes down to Twilight's lab and guard them with Spike. Use your party cannon to blast ANYONE that isn't us or one of the others!"

Pinkie Pie saluted, nodding. Spike nervously turned to Twilight, Owloysius perching on his head and looking nervous as well. "You gonna be okay, Twilight?"

Twilight nodded. "Do as he says, Spike," she said, smiling. "We'll beat this. We always do."

Spike stared at her a moment and nodded, gathering up Peewee and going downstairs with Pinkie and the Cakes. Owloysius, worried for his master, perched on her head. "Go on," Twilight said. "Help keep Spike and Peewee safe."

As the owl reluctantly left, Rarity turned to Medic and Engineer, the former's horn sparking slightly at the tip.

"Medic, Dell... are you sure this will work?" Rarity asked, the nervousness clear in her voice.

Medic shook his head. "No. But vhen have I ever let zat stop me?"

Rarity and Twilight's ears drooped. "You'll forgive me if that's decidedly less than comforting," Rarity said.

Medic snickered. Engineer sighed. "You ready, Miss Rarity?"

Rarity shivered. "As I'll ever be," she said.

Engineer nodded. "Loose the charge, doc," he said to Medic.

Medic focused his healing beam on her. She felt the tingling, comforting sensation of an overheal fill her. And then, as Medic triggered his UberCharge, she gasped.

Power filled her, erupting from her soul and filling her entire being. She felt her Element of Harmony inside her, the physical manifestation of it appearing around her neck. She shuddered, her body growing larger, taking on the proportions of the princesses as her horn grew longer, her mane becoming more majestic, growing longer and flowing as if blown by an ethereal wind. Large, elegant, powerful wings grew from her back as she completed her transformation into an alicorn. White light radiated from her, her eyes glowing with a benevolent energy.

"I AM READY," she said.

Spike, curious as to the commotion, peeked out the door. He saw Rarity as an alicorn... and gasped. "B-Beautiful..." he moaned, fainting. Pinkie Pie giggled as he collected him, closing the door again. She smiled at the Cakes as she came down.

"I think things are going to be all right," she said honestly.

Medic shook his head. "I vish I knew how zis was happening..." he muttered, keeping the charge on her.

"Let's go, Miss Rarity," Engineer said.

"YES," she said, teleporting herself and Medic outside of Twilight's forcefield, reappearing beside Lyra and Bon Bon.

Medic blinked, startled by the teleportation, almost dropping the UberCharge.

"NEW ENE-MY HAS AP-PEARED!" Lyra bellowed.

"EX-TER-MIN-ATE!" Bon Bon bellowed.

Both Dalek ponies turned their lasers on Rarity. The alicorn just smiled. Her horn flashed once, the laser cannons breaking off. Before either transformed pony could recover, she lifted them up with her magic, her face one of sheer benevolence. Engineer, Derpy, and Twilight came out, watching the whole scenario in awe with the others, who were all staring in shock. Even Rainbow Dash, who couldn't see, found herself enraptured, recognizing the 'feel' of Rarity's magic, only greatly enhanced.

"I GIVE OF MYSELF," Rarity intoned, her Element of Generosity glowing, "SO THAT YOU MAY SUFFER NO LONGER."

The remaining armor on Lyra and Bon Bon turned into dark energy, which was drawn out of the two of them and into Rarity, who gasped in pain as she felt their fear and pain from their transformation. She recovered quickly, though, her power purging the darkness from her body. Rarity then gently set Lyra and Bon Bon down.

The two of them recovered quickly once they were fully purged of the dark magic. "What... What happened?" Lyra said, shaking her head.

"Last thing I remember... was some weird thing that looked like Doctor Whooves pinning us down..." Bon Bon said. And then they noticed Rarity's glowing, majestic form.

"Oh wow..." they said softly.

Rarity smiled benevolently. "YOU ARE SAFE," she intoned. And then, with an almost comical pop, the UberCharge faded, Rarity reverting back to normal.

"Oh my," she said dizzily, grinning, "That was glorious!"

Medic immediately ran over to Lyra and Bon Bon, giving the two ponies a quick examination with his healing beam. "Zey are completely purged of vhatever dark magic transformed them," he said.

"Transformed?" Bon Bon said. "What... Wait, what's going on!"

"Derpy?" Engineer said. "You explain it to them and get them to safety. Rarity, you up for helping me some more?"

"Indubitably!" the fashion mare said, bouncing up and down cheerfully. "I am full of vim and vigor and ready for action!"

"Vell, at least she isn't babbling on like Applejack did," Medic muttered, chuckling.

Engineer turned to the others. "Everypony else," he said, "Find Nightmare Doctor and back up whomever's fighting him at the moment. Hopefully Spah got to Zecora and she has something that can delay him a little, or even stop him. If you can, try and get FlutterHeavy into play."

Everypony ran off to their assignments, leaving Derpy with Lyra and Bon Bon.

"I'm so confused," Bon Bon said.

Derpy chuckled. "Then my explanation probably won't help," she said. "But I'll give it anyway. C'mon, let's get you two inside."

As Derpy took them inside, Engineer ran to the construction site, where he had left Gem Sentry earlier. He ran a quick, cursory check to see if she was battle ready, he sighed.

"What's wrong, Dell?" Rarity asked.

Engineer smiled weakly, and said. "Miss Rarity, ah'm an engineer. That means ah solve problems. Not problems like 'what is beauty.' That falls more into the perviews of your conundrums of philosophy. No, what ah solve is practical problems. All this magic, the Nightmares, the dreams... This is way beyond my ken. Not practical in the slightest. Ah barely have any idea of what t'do."

Rarity smiled. "You're doing well so far," she said.

Engineer shook his head. "Not well enough," he said. "Demoman's already down along probably at least one other of our team, if ah'm judging Nightmare Doctor's power right, and Pyro's heat resistance is probably the only reason she's not dead. We don't have a Respawn to fall back on this time if one of us gets killed. And as much as them yahoos aggravate me from time to time, ah love 'em all and don't want to lose any of them. Especially her..."

He shook his head. "Back in the war games, it was so much simpler. Find a good place to set up, build a Sentry, Dispenser, and Teleporters, maybe use the Respawn's replicator feature to make another of me to help build. The most ah had to worry about was Spahs sneakin' up on me and Demomen shootin' stickies where I couldn't see, maybe a Soldier with a Kritzkrieg UberCharge. And even then, if ah got killed, ah could just rebuild right after respawnin.' But now..."

He shivered fearfully, staring helplessly at his Gem Sentry. Rarity gently touched his foreleg. "Go on," she said softly.

Engineer shivered again, and said, "Ah'm afraid it won't be enough. Ah'm afraid, that no matter how much ah give, ah won't be able to protect my friends... Ah don't think it's really hit the others yet that THIS IS IT. We die, then we're done. No appearin' back in a locker room ten seconds later. No matter how much we give, if we go too far..."

He shuddered, leaning up against his Gem Sentry. Rarity frowned, and said, "I won't insult you by saying I understand. I don't. I have not lived your life." She then smiled hesitantly. "But perhaps... If you have someone else who's willing to give as well... to give along with you... then perhaps it will be enough?"

Engineer looked at her. He removed his ever-present goggles and smiled warmly at her. "Ah cain't ask you to take this risk, Miss Rarity. You Elements are too important."

"And I can't let someone who's life I value go it alone," Rarity said. "You're my friend, Dell. And I will always be there, always be willing to give of myself to help my friends."

Engineer stared at her for a long moment, and then chuckled softly. She was so different from him, and yet in many ways they were very alike. He knew then that they were of the same mind on this.

...and then white light engulfed them both, as Rarity's Element of Generosity appeared around her neck.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Nightmare Doctor was taking his time, having fun with the battle. He used his magic to telekinetically slam Soldier, Scout, Barricade, and the Mayor around, her pipe used to trap Fluttershy against a pole and keep her from fleeing.

"HAHAHA!" the Nightmare laughed. "Is this the best Ponyville can come up with? I've wiped out entire alien races! The dreaded Daleks FEAR my very name! This is PATHETIC!"

He tossed them all into the Town Hall, the front wall collapsing around them.

Soldier and Barricade were the first to recover. "You okay, ma'am?" Soldier asked the Mayor, wincing and trying to ignore the pain from his battered body.

The Mayor shook her head, grinning weakly. "This old gray Mayor just isn't what she used to be," she joked, coughing up blood and groaning from her broken ribs.

Soldier nodded. "Rest easy, ma'am. Judging by what you told me about your father, he'd be proud of you," he said, never taking his eyes off of Nightmare Doctor, who seemed content to wait for them to recover, his confidence practically oozing off of him. He glanced over to Scout, who's wings were bloodied, one leg hanging limp.

"You up for battle?" Soldier asked quietly.

Scout cringed, shaking his head. "Back leg feels broken... same with my left wing... Plus I think that last slam busted something inside me..."

Soldier nodded, looking over to Barricade, the canary-yellow bulldozer of a pegasus slowly pulling herself out of the wreckage. "Rest easy, son," Soldier said. "Medic will be here soon." He actually had no idea if that were the case, but better to comfort the troops in a bad situation.

Barricade shook the rubble off of her body. Everything ached, and she was pretty sure she was bleeding internally. She looked over to her daughter and smiled. "No matter what happens," she said, "I will always love you, always be with you."

Fluttershy, trapped in a bipedal position by the pipe wrapped around her neck and wielded to the streetlamp she was up against, stared at her mother in shock. Was she... was she saying goodbye? That she didn't think she could win this?

Barricade turned to Soldier, and nodded. She leapt into the air, flying up and preparing to dive bomb the Nightmare as Soldier charged head on, shouting a war cry.

Nightmare Doctor caught both of them easily, yawning.

"Well," he said, "I suppose that was an amusing diversion. But it's time to suffer now." He pinned Soldier to the ground, he, Scout and the Mayor watching helplessly as he levitated the massive Barricade before him.

Nightmare Doctor smirked at her. "I think I'll take you out first," he said. "Make the little yellow coward suffer."

"No..." Fluttershy said softly, her fear starting to be overridden by a righteous outrage.

Barricade, battered and bloodied, sneered at him. "My daughter is stronger than you know, Nightmare."

Nightmare Doctor shook his head, chuckling. "Whatever you say, my dear. Any last words before I lock you in an eternal nightmare?"

Barricade spat in his face. "Celestia Regina!" she shouted, invoking her loyalty to the throne.

Nightmare Doctor scowled, wiping the spit off of his face with a hoof. "Congratulations," he snarled. "I'm angry enough to kill now." And he began to strangle her, Barricade's neck visibly intending at he magically throttled her. Barricade struggled in his grasp, gagging in the powerful grip.

And all of Fluttershy's fear faded, replaced by anger over what this monster was doing to her friends and family. "HOW DARE YOU!" she cried, turning her infamous Stare on Nightmare Doctor. It was done with so much force, though, more than she had ever mustered before, that it actually managed to stun the Nightmare, sending him jumping back in momentary fright.

The moment she was dropped, Barricade, still trying to recover her breath, turned her own, even more powerful Glare on the Nightmare Doctor, making him stagger back even more.

Soldier, freed from his grip now, snarled. "MAGGOT!" he bellowed, taking advantage of the Nightmare's momentary disorientation and striking him in the neck with a hoof. As Nightmare Doctor gagged from the powerful blow, a cloud of mist engulfed him, blown by Zecora, who had just arrived.

"I came as soon as I possibly could," she said, removing a healing balm from her pouch and preparing to use it on Soldier. "That mist is toxic to Smooze and should, be able to temporarily keep him at bay, while we come up with a plan to save the day."

"Forget about me," Soldier said, watching as Nightmare Doctor stumbled about in the green, glowing fog, coughing as the mist reacted negatively to the Smooze in his system. "Tend to the Mayor and the kid."

Zecora nodded, the zebra going over to tend their wounds. Barricade, once she had recovered, went to Soldier's side.

"Where's Spy?" she asked, coughing.

Soldier noticed a familiar blue smoke in the green mist surrounding Nightmare Doctor, and smirked. "Where he always is. Right behind his enemies, just about to backstab them," he said.

Nightmare Doctor screamed in pain as Spy jammed his knife right into his back, staggering as the white hot agony sent him to his knees. He tried to lash out at Spy, but he had already disappeared and taken off again, looping around for another attack.

"Bastards..." Nightmare Doctor muttered. "I'll kill you AAGGH!" Before he could even finish his threat, a lightning bolt from Sniper struck him in the head, the effect enhanced by his metal helmet. As he tried to recover, Trixie cast a powerful illusion on him, making him think he was trapped on the surface of the moon.

"What in blazes..." he said, staggering to his feet, wincing from the knife wound. So complete was the illusion, that he didn't notice Twilight's magical blast or Pyro's flames until he was knocked down and on fire.

Medic, meanwhile, went to aid Zecora, his medibeam aiding her triage efforts. "Many thanks for being here," the zebra said, "But where, in fact, is Engineer?"

"Getting some artillery," Medic said, trying not to show how shaken he was that Heavy was down already. _I hope, _he mentally added.

Nightmare Doctor tried to pick himself up again, only for Spy to backstab him once more, a blast of wind from Pyro catching his wings and sending him tumbling into another magical blast from Twilight. Before he could get up again, Pyro ignited him once more, the Nightmare stumbling about, trying and failing to find his attackers inside Trixie's illusion. And then another lightning blast hit him, this time right in the horn, sending him staggering to his knees.

"ENOUGH!" he screamed, a wave of power knocking everypony back, the force of it dazing Trixie and dispelling her illusion, breaking the cloud of mist that Zecora had put around him as well. Snarling, he picked up his attackers by the throat with his telekinetic magic, Fluttershy too frightened for her friends and her mother to focus a Stare on him, Scout and the Mayor too injured to help them.

Nightmare Doctor glared at the ten of them. "I am done fooling with you lot," he said, casting healing magic on himself, undoing all the injuries that had been inflicted on him in seconds. "Since those two idiots I made psuedo-Daleks obviously couldn't destroy any of you, I'm going to do what I should have done in the first place and finish you lot off. But congratulations: you've officially ticked me off enough to MURDER YOU ALL."

And he tightened his grip on them, savoring the choking struggles of his victims as they slowly turned blue, their air starting to run out. Their heads swam, the unicorns unable to focus any magic, the pegasi flapping their wings uselessly. He cackled...

And then the guitar music started.

Nightmare Doctor stared in the direction the music was coming from, confused. Light, airy guitar music was playing, a stark contrast to the grisly tableau.

He turned back to his victims, and then back to the guitar music, and frowned. He slammed them all down, making steel cables come out of the ground to hold them in place. "Move and these things will break your necks," he said. Soldier reflexively tried to escape, but the cables just tightened on his throat.

Sneering, Nightmare Doctor left the would be heroes and began walking in the direction of the music, ignoring the whimperings of frightened ponies hiding from him in their homes.

Eventually, he came upon the source of the music.

A human, short and slender, with lovely features and long purple hair, a curly lock of it coming out from underneath the hardhat she wore, draping elegantly one of her goggle-covered eyes. She wore one rubber work glove, a pair of dirty work books, and a blue work shirt and overalls, a wrench in a pouch on her belt. Around her neck was the Element of Generosity. She sat on what looked like a small, blue vending machine, a bandolier of bullets on one side, something that looked like an oxygen tank on the other, the dial radiating a blue beam of light similar to Medic's medibeam. In the front and back of the devices were, in order from top to bottom, an open shelf containing various kinds of ammunition, a shelf containing medical supplies, a dial of some sort, and what looked like a heart monitor on top.

The woman sat casually on it, one leg crossed, playing an old acoustic guitar, the sound easy-going and relaxing. In front of her sat a large, blue toolbox. Holstered on her back was a shotgun, and on either side of her was a holstered pistol and what looked like a miniature radar with a pistol grip and a joystick on top.

When she noticed the Nightmare Doctor, she grinned, tipping her hardhat to him. "Howdy there, sugarcube," she said. The voice was Rarity's, but the accent was a variation on Engineer's southern one. Instead of Texas, this new Rarity-thing's voice was pure moonlight and magnolias Dixie. "Name's EngiRarity. It's a pleasure t'meet you."

"Indeed," Nightmare Doctor said, smirking. "As it is a pleasure to meet you, my dear future victim." He began to slowly walk towards her. "I was wondering where you two got to. I assume that you are like the creatures the Smooze showed me shortly after I transformed?"

EngiRarity chuckled, idly strumming her guitar. "Yep. I'm another fusion, like ol' FlutterHeavy and AppleDemo."

Nightmare Doctor smirked. "EngiRarity... Little bit awkward, wouldn't you say? Perhaps Rarineer, or something like that, would be better. And maybe Demojack for your Scoltish friend."

EngiRarity put down her guitar by her Dispenser and smirked. "Maybe. But that was the name that popped into mah head when I first came into existence. So I'll go with that."

Nightmare Doctor nodded. "Fair enough," he said, slowly walking forward, taking his time, enjoying the anticipation. "But I must say, you are highly confident if you think you can beat a god with just a pistol and shotgun. Even ones charged with your Element of Harmony."

The Engineer part of EngiRarity noted that Nightmare Doctor was aware of the powers the fusion forms' weapons had. EngiRarity, however, never lost her charming smile, never moving from her relaxed position. She shook her head, and said, "No, no, you're not a god. What you are, sugarcube, is a little ol' practical problem. Specifically, you are a mean mother hubbard who wants to tear me a structurally superfluous new orifice."

"Among other things," Nightmare Doctor said, sneering at her.

EngiRarity's grin turned vicious. "However, you are, as you said, quite powerful. So when the practical solution to a problem such as yourself is rendered, in this case, said solution being a gun, is rendered non-viable, the solution to this little ol' conundrum is just as simple and practical:"

She kicked the toolbox, which promptly unfolded into a massive Sentry, with two belt-fed chain guns and a quad rocket launcher. Nightmare Doctor went wide-eyed in alarm.

EngiRarity smirked. "Use more gun."

_BE-BEEP *chrrr*_

The Sentry opened fire, the sheer force of the bullets tearing apart Nightmare Doctor's armor, the blast from the rockets knocking him back. Nightmare Doctor screamed in agony as the bullets literally tore into him, the energy from the Element of Generosity suffusing the Sentry gun, allowing the bullets to actually hurt him.

Desperate, in pain, Nightmare Doctor tried to scramble away, the Sentry shooting at him the entire time. Finally, when he had gotten far enough away, the Sentry stopped firing.

Nightmare Doctor cackled. "It seems your Sentry has only so much range," he crowed, his magic flaring.

EngiRarity just smirked, getting off of her Dispenser and pulling out some strips of metal from her pouch, using her wrench to tap them into the Sentry. Nightmare Doctor stared at the action in confusion. EngiRarity pulled the radar gun off of her belt.

"The auto-detect only has so much range," she corrected. She flipped a switch on the radar gun, aiming it directly at Nightmare Doctor. A forcefield appeared around the Sentry, as EngiRarity triggered the joystick.

And then the Sentry began firing at him FASTER.

Screaming in pain, the bullets starting to slice into him now, he tried to take to the sky, but EngiRarity kept up the firestorm, firing bullets and missiles at him from the Sentry. When the firestorm briefly stopped, he looked down in confusion, only to see her having set the radar gun down and pulled out her wrench again, pounding more metal into the Sentry. The dial on the Dispenser went down briefly, only to rise up again a few seconds later.

It was then that he realized that she was RELOADING, and that the Dispenser was keeping her supplied.

"NO!" he screamed, flying down as fast as he could. Before he could, however, EngiRarity had brought up the radar gun again, the Sentry springing to life and opening fire once more.

It became a game of cat-and-mouse, almost. Nightmare Doctor would try charging in, teleporting in, anything to get at EngiRarity. But she would always be a step ahead, quickly reloading and repairing damage to her Dispenser or Sentry, seemingly anticipating wherever he would appear, as if some part of her was paranoidly watching around her at all times.

_In another universe, RED Spy briefly felt a strong sense of pride he couldn't explain. He quickly decided to just savor it and go pester RED Sniper. _

Nightmare Doctor finally managed to get in on her before she could react. He teleported directly behind her, and before she could spin the Sentry around, he unleashed a massive magical blast that destroyed both Dispenser and Sentry, sending EngiRarity flying away from him, landing in a charred heap.

Nightmare Doctor laughed. "HA! Not so tough now without your toy, are you?"

EngiRarity coughed, wincing at the pain from her bruised ribs. She looked at her radar gun, saw that it was destroyed, and shrugged, tossing it aside. She slowly pulled herself to her feet and dusted herself off, smiling at the grinning Nightmare, his magic flaring wildly.

"Eeeyup," she admitted, pulling out a small PDA and fiddling with it. "I'm lacking in offensive power without mah Sentry gun. At this point, in the war games, I'd probably have to run to go build another Sentry, or get killed quickly. However, in the war games, I could only have one Sentry gun out."

_ BE-BEEP *chrrr*_

Nightmare Doctor's face fell. He turned, seeing another, hidden Sentry gun start to reveal itself.

EngiRarity smirked. "Not so much because I HAD to put only one gun out, mind. It was just because of resource management. One little ol'gun is hard to maintain in a battle situation, to say nothing of several, especially with Spahs, Demomen, and Soldiers everywhere."

_ BE-BEEP *chrrr*_

Nightmare Doctor yipped, his ears drooping, whirling in the direction of another Sentry that was unfolding. Part of him was screaming at him to run, but most of him was trying to figure out what was happening.

"However, I don't have that problem now," EngiRarity said, her smirk turning vicious.

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

_ BE-BEEP *chrrr*_

"Incidentally," EngiRarity said, "Thanks for blasting me out of the way of the crossfire."

"Oh, bugger," Nightmare Doctor muttered as all the Sentries opened fire at once. Bullets and rockets pounded Nightmare Doctor, the monster screaming in agony as he was pinned down by the massive amount of artillery. A cloud of dust engulfed him as the Sentries all empties their clips into him.

Once the firing stopped, EngiRarity cautiously approached the cloud of dust. As it dissipated, she relaxed.

Nightmare Doctor lay in a crater, bleeding and badly burned by the barrage of bullets and blasts. He was barely breathing, groaning in agony, his wings twisted and charred, his horn broken. Smooze-tainted blood leaked from his wounds.

"Tick... tock..." he chanted slowly, "Tick... tock..." He groaned, slowly trying to pull himself to his hooves and failing miserably.

EngiRarity shook her head, going over to him and pulling off her glove, revealing a cybernetic hand. She grabbed Nightmare Doctor by the throat with it, lifting him up into the air.

"Others will come..." Nightmare Doctor growled, struggling in the cybernetic hand's grasp.

EngiRarity removed her Element of Harmony necklace. "And we'll beat them too, sugarcube. That's the God's honest truth," she said, touching the necklace to Nightmare Doctor's head. "I give of myself, so that your suffering will end," she intoned.

White energy engulfed Ponyville. Damage to the city was undone, the Mayor's pipe removing itself from where it was used to trap Fluttershy and straightening out to what it was before the battle. The others found themselves freed from where they were trapped.

Anyone who had suffered physical damage from Nightmare Doctor found themselves healed, their pain and suffering drawn out of them in a mass of darkness as their bodies healed. Medic immediately went over to check on Scout and the Mayor, who had been the worst injured.

"I'm... Wow," Scout said. "Doc, I'm fine." He flapped his wings, finding no pain in them at all, and grinned. The Mayor stretched, and nodded, confirming she was well also.

The radiating light then freed everyone who had been trapped in Nightmare Doctor's illusions, erasing their memory completely of what they suffered. Heavy suddenly sat up, Medic immediately rushing to his side.

"Mein freund, are you all right?" he said.

Heavy blinked, looking around in confusion. "Da, comrade Medic," he rumbled. "Last thing I remember was getting knocked down and stupid evil pony chanting stupid rhyme at me..."

"Possibly for ze best," Medic said, chuckling, looking in the direction the Sentry gunfire came from.

The darkness rushed from everypony that the Nightmare Doctor had been hurt. And then the darkness left the Nightmare Doctor as well, all of it heading into EngiRarity's body. She dropped Nightmare Doctor, who shrunk back into Doctor Whooves, healed of damages but comatose. EngiRarity shivered, feeling all the suffering that others had felt today drawn into her body. She screamed, light erupting from her, energy lashing out and destroying all her Sentries as she reverted back to being Engineer and Rarity, the two of them collapsing as their friends and teammates rushed towards them, the light fading, a second Element of Generosity necklace forming around Engineer's neck...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville General Hospital..._

_The next day..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Doctor Whooves groaned softly, slowly coming awake. He looked around, seeing a relieve Minuette at his bedside, Derpy standing nearby as well, holding a basket of fresh muffins. Once she saw him wake up, she grinned and put the muffins on a bedside table.

He smiled at them, still dazed, his mind muddled and confused, but free of the drumming.

And then he remembered what happened to him. He sat up suddenly, despite Minuette's protests to get him to lay back down. "I didn't... I didn't kill anyone, did I?" he said, his voice desperate and fearful.

"Non," said Spy from the other side of Doctor Whooves's bed. The Doctor turned, seeing him standing in the shadows, glaring at him. "You did not. But you were on the verge. If Engineer and Rarity had not caught your attention with their fusion..." He deliberately trailed off, letting that sink in.

Doctor Whooves shuddered, tears streaming down his face as he lay back on the bed, groaning. Spy snorted, wishing he had a cigarette. An aura of cigarette smoke always made him look more intimidating when he was interrogating someone.

"Smooze corruption is caused by ingestion," Spy said. "Princess Luna confirms zis. Where did you get ze Smooze and why were you taking it?"

Doctor Whooves shook his head. "I don't... I don't know where I would have..." he said, confused. And then he realized, groaning again. "The Jammy Dodgers... Jammy Dodgers have betrayed me..."

Spy quirked an eyebrow. "They're these sandwich biscuits that I like..." Doctor Whooves explained. "they've got this delicious plum filling... The chap giving them to me must have been like that masked pegasus thing that brainwashed Twilight earlier and blinded Rainbow Dash, poisoning me with these things for months... Probably never even met Hugh... Must have disguised the Smooze taste somehow..."

"What was zis pony's name? And do you have any more of zese cookies?" Spy asked, keeping his voice devoid of emotion.

"Sweet Treat," Doctor Whooves said. "He said he worked with Hugh Jelly, the local jam seller, to make them. I thought they were a godsend, as when I... arrived here, I thought I'd never get any again... Said he normally wouldn't get plum jam from Hugh because he was allergic. I should still have at least two back at my lab..."

Spy glanced to the doorway. Soldier, who was listening in, went to go question Hugh and retrieve the cookies. Spy turned back to Doctor Whooves, and said, "Zere is more I need to know..."

"How are Engineer and Rarity, by the way?" Doctor Whooves asked, interrupting.

"Zey are recovering," Spy said, sighing. "Ze power used to cleanse you of ze Smooze is an empathic one. They took all ze suffering you had inflicted or were going through and took it into zemselves. They are recovering fast, zough. Zey're just resting at the moment."

Doctor Whooves cringed, sighing. "I'm so sorry," he said softly, "I didn't want to hurt anyone..."

"No... No, I don't suppose you did..." he said softly. "Zere are ozzer things... Plus, you use phrases zat someone from our world would..."

Doctor Whooves hesitated, looking to Derpy and Minuette. Minuette sighed and shrugged. "Your choice, luv," she said.

"They would find out sometime," Derpy added.

Doctor Whooves sighed, laying back on the bed. "...You lot aren't the only ones who came here from another world," he said. "Minuette and I were forcefully brought here and turned to ponies as well. Although back then, I was simply The Doctor, and Minuette was a mercenary named Riversong... and my wife. We were of a race of immortal beings called Time Lords. Every time we died our bodies would regenerate into a new form and personality. I was something of a do-gooder, using a device called the TARDIS to travel through time and space, saving lives where I could... I have this policy where I like to make sure as many people live as possible. Sometimes I would take along an assistant, usually a girl, and travel with them until they felt it was time to move on. Riversong... ah..."

Minuette chuckled. "The short version is that I'm the daughter of two previous assistants he had, conceived on the TARDIS itself, which resulted in me being born a Time Lord. I was taken from my parents, raised what was for them the future, and trained to kill the Doctor. Through a convoluted series of circumstances that would take far too long to explain, I ended up falling in love with him instead and marrying him."

The Doctor smiled warmly at her, and then continued, saying. "Anyway... One day, I was chasing down a rival of mine, a renegade Time Lord called The Master, with River. He had invaded the TARDIS herself when a wave of darkness hit us, drawing us all here. The TARDIS was completely destroyed in transit and the three of us were... well, changed into these forms. This particular form of mine reminds me a little of a previous form I have..." He sighed, staring up at the ceiling. "I don't know if we're immortal anymore. And I'm scared to find out. Because we were trapped here, after defeating the Master and... making sure he wasn't a threat anymore... we decided to make lives for ourselves here. I decided to make a living as an inventor, and River here became a dentist."

"Without going into details, let's just say I was able to adapt some skills I had at working with teeth into a dentistry career," Minuette said, the look she gave Spy telling him exactly what sort of 'skills' she was talking about. He smirked appreciatively, having some of those skills himself.

Doctor Whooves sighed, finishing his story. "Aside from a few encounters since then, which dear Derpy assisted me on, we've lived a relatively peaceful life."

Spy considered all of this for a long moment. "Medic mentioned that you were hearing drumming earlier, and zat it was somezing ze Master heard as well..."

Doctor Whooves sighed. "Thankfully, I'm not hearing it anymore... But yes. The Master heard the drumming all of his lives. It's part of the reason he was so insane..." He frowned. "I'm not... I'm not proud of what I had to do to stop him. But better he stay locked in Tartarus forever than menacing Equestria."

Derpy shivered, which revealed to Spy that she had assisted him on that operation. He didn't press, instead asking about the creatures he turned Lyra and Bon Bon into.

The Doctor's face became a mask of pure hatred. "Daleks. Nasty, bloody, omnicidal buggers that look like giant pepper pots with lasers. The buggers take personal offense to the existence of anything that isn't Dalek. Them I don't regret wiping out of existence, although I've sadly had to do it several times." He grinned viciously. "It's gotten so they fear my name now" He sighed, relaxing. "I'm just glad they don't exist in this reality... Damned near invincible monsters would slaughter this planet, and I don't know if I could stop them anymore... And I truly regret turning Lyra and Bon Bon into versions of those things... They've always been good to Minuette and I. Lyra was even a bridesmaid with Minuette at Princess Cadence's wedding..."

Minuette shook her head, chuckling. "What a fiasco that was..."

"Zey are fine," Spy said, "And have even asked about you. Zanks to Rarity, zey do not remember a zing from the time you transformed them to the time they were cured."

Doctor Whooves smiled. "I'm glad..." he said. He sighed, and added, "How could I be so bloody stupid..."

Spy shook his head. "Ze Masky, and after what you have told me, I am quite sure zat Sweet Treat was a Masky, was exploiting your desire for a taste of somezing from your home reality. You couldn't have known, and zat is what we will zose concerned."

Doctor Whooves smiled. Minuette sighed in relief. "Thank you..." she said.

Spy nodded. He hesitated, and asked, "Ze TARDIS... Could it possibly have brought us back home?"

Doctor Whooves chuckled weakly. "Possibly... But the bloody thing is broken beyond repair. Half the parts I need to fix her don't even exist in this world." He sighed, shaking his head. "Bad bloody luck, eh?"

Spy nodded. "I suppose so..." he said softly, frowning. "Zat will be all for now." He turned to leave.

"Spy," Doctor Whooves said. "I... I don't know how much help I'll be. But after all this... I can't stay in the background anymore. If you or anyone else in BLU need my help in any way to stop whatever's coming, I'll gladly offer it."

Minuette blinked. "Doctor, are you sure?" she asked.

Doctor Whooves nodded firmly. "Love... I nearly killed people. I hurt them badly... If I hadn't been stopped in time..." He closed his eyes. "I have to make this right."

Minuette and Derpy traded smiles. "Then we'll stand with you, love," Minuette said.

Doctor Whooves smiled. Spy just quirked an eyebrow, amused, and went outside. Barricade was there, her face cold and furious.

"Can he be charged?" she said, turning her intimidating gaze on Spy.

"Non," he said, walking towards Engineer and Rarity's hospital room. "A pony named Sweet Treat, most likely a Masky, had been slipping him tainted cookies, possibly for months. It's only recently that he received enough to trigger a transformation into a Nightmare. Ze only ozzer thing of note is that he was brought to this world in much ze same way I and my associates were, and zat has nothing to do with ze situation yesterday."

Barricade scowled. "I don't like that," she said. "What if others have been poisoned unknowingly by the Smooze?" _What if my daughter has been poisoned? s_he thought worriedly.

Spy scowled. "Zen we may need Engineer to borrow the Doctor's lab right away, simply to build a device to detect it..."

Barricade shook her head, growling.

"Are you all right, madame?" Spy asked.

Barricade hesitated, and said, "...I recently got news from Canterlot. An entire playground's worth of fillies in Canterlot disappeared yesterday. The two guards that were protected them were murdered, apparently by some sort of arboral magic. Trees grew up through their bodies so fast that it speared them, impaling them through and through..."

Spy cringed. "Is zere any leads?"

Barricade shook her head. "None... Something's going wrong, and I have no damn idea of what to do about it... I've conferred with Shining Armor of the Unicorn Guard and Harbinger of the Earth Pony Guard, both of them Captains like me, and they're at a loss as well."

She turned to look at Spy, the espionage expert surprised at the fear on the massive, imposing pegasus's face. "And then there's these dreams you told me about, and knowing that my daughter will get one eventually and there's nothing I can do about it... So much has gone out of my control. I'm scared, Spy. I haven't been this scared since Discord was released. I don't know what to do..."

Spy frowned, and then smirked, a winning, confident smirk. "Do not fear, madamoiselle," he said. "We here at Builders League United have a high success rate in such matters. Whatever the threat, BLU stands united, as our enemies die in pieces."

Barricade chuckled weakly. "A fine sentiment," she said. "But do you have any idea of what to do about it?"

Spy had no answer for her.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Somewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_BrAvO, _said Masky Unicorn sarcastically. _wElL dOnE. _

_yOuR plAn WiTh ThE zOmPoNiEs DiDn'T wOrK aNy BeTtEr, _Masky Earth Pony muttered.

Masky Pegasus giggled. _LoOks LiKe I aM dOiNg BeTtEr ThAn BoTh Of YoU. aT lEaSt I mAnAgEd To BlInD oNe Of tHe ElEmEnTs Of HaRmOnY._

_tHe ElEmEnT oF tRuSt Is SlOwLy CuRiNg HeR, _Masky Unicorn snapped. _iT dOeSn'T cOuNt._

Masky Earth Pony chuckled. _WeLl, It'S pEgAsUs'S tUrN nExT aNyWaY. yOu'Ll MaKe It CoUnT tHeN, rIgHt?_

Masky Pegasus nodded.

Masky Unicorn sneered. _We'Ll sEe. NoW cOmE. mAsTeR hAs BrOuGhT uS aLl LuNch. FrEsH fRoM cAnTeRlOt…_

_**TO BE CONTINUED...**_


	10. Bizarre Friendship

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 10: Bizarre Friendship**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one day after the events of the previous chapter, just after sunset. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Doctor Hooves's lab..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight Sparkle, Doctor Hooves, and Engineer worked diligently to analyze the three 'Jammy Dodgers' that Soldier had discovered in the Doctor's lab. Using everything they knew, plus what knowledge Zecora had of the Smooze, they had managed to craft a device that, if it worked, should detect Smooze sources.

As a control, Engineer had recovered some of his spent Sentry shells that had Nightmare Doctor's blood on them. The large device crackled with excess energy for a moment, the three geniuses hesitating as the beams of light scanned over the cookies. It seemed, for a moment, that the device would detonate, but after a tense moment and lots of shaking on the scanner's part, it stopped. Readouts appeared on the monitor, showing all the elements of the 'Jammy Dodgers.'

"Definitely Smooze in these things..." Twilight said softly, analyzing the data.

"The cookies themselves are normal, it's just the jam that's tainted," Engineer said, nodding.

"Plum flavoring and sugar..." Doctor Hooves said softly as he looked over the ingredient list. "Oh, bugger it all, I can't believe how easily I got taken in."

Twilight patted Doctor Hooves comfortingly. "You couldn't have known," she said. "We're still learning about the Smooze ourselves."

Doctor Hooves frowned. "Maybe..."

Engineer sighed. "Soldier questioned Hugh Jelly. He said he didn't know of any Sweet Treat."

"And he's not allergic to plum jam either, right?" Doctor Hooves said, scowling.

Engineer's face became confused at that. "Yeah... Solly said something about him not bein' allergic, and refusin' to go into further detail. He looked kinda disturbed..."

Twilight blushed. "Jams and jellies for bread aren't the only kind of jellies Hugh sells," she said.

Engineer blinked. "Not the only kind of..." he started, his expression turning nauseous briefly when he realized what she meant. He coughed, and quickly regained his composure. "A-anyway, Hugh apparently said he'd be willing to make Jammy Dodgers for you, so at least you get the real thing out of it... He does know a real cookie dealer..."

Doctor Hooves chuckled. "Well, after that little revelation I don't know if I want them NOW..." he said. Although inwardly he was singing the Hallelujah chorus.

Twilight giggled, as Engineer rolled his eyes. "Well," he said, "We know we can identify it now. Next up is trying to make the device portable and replicate it so we can take make better use of it."

Doctor Hooves looked thoughtful. "...I once had a device called a sonic screwdriver. Lovely little multi-purpose tool it was. I DO have the parts to rebuild it, I just never had the will for it after I lost the TARDIS. I could easily adapt the Smooze detector into its functions."

Engineer raised an eyebrow. "Interesting," he said. "Ah've had an idea for a device like that, ah just never had the time to make it, or even plan out a design for it."

Doctor Hooves smiled. "Oh! Stop by my lab, then. I'll show you how to make one for yourself," he said.

The stomachs of all three scientists rumbled.

"After lunch," Doctor Hooves added, grinning weakly. He then noticed sun setting. "Dinner, then."

Twilight chuckled. "C'mon," she said. "My treat."

As they left the library, Twilight picking up Spike to go along with them, Engineer noticed both of them quickly glancing back at their Cutie Marks. They both noticed each other doing it, and then gave each other alarmed looks. Engineer frowned. It was the fifteenth time he had seen Twilight do it since her nightmare, and the seventh time he'd seen Doctor Hooves do it.

He decided to test the waters with a joke. "Ah realize that ah'm not familiar with Equestrian culture, but is there any reason ya'll are checking out your butts so much?" he said, smiling.

Twilight blushed. Doctor Hooves grinned nervously. Spike just looked sad. "There's a serious reason they're doing it, Engie," he said.

Engineer frowned. "Why's that?"

Twilight sighed. "There are three major medical conditions related to Cutie Marks. All of them are extremely severe. One of them is Cutie Pox, where you start to get more than one Cutie Mark, and are forced to act out the talent each one represents," she said. "Apple Bloom, in an attempt to force her own Cutie Mark to appear, used a flower called Heart's Desire in a potion. She nearly died of exhaustion from all the talents being forced on her. Thank Celestia Zecora was able to cure her."

"We asked Mitta about it, and she said in her response letter that it most likely was an outbreak of Cutie Pox that left Sunnytown so paranoid about Cutie Marks," Spike added.

Doctor Hooves shivered softly. "The second, and least severe, is Cutie Shift. It occurs when a pony finds themselves unable to perform their special talent, or become traumatized severely by it, and end up finding another talent that suits them. Diamond Tiara's mother, Topsy Turvy, went through a near debilitating case of it," he said.

Engineer blinked. "Topsy Turvy... You mean that screwy-lookin' Earth pony with the beanie and the screwball Cutie Mark?"

Twilight nodded. "Diamond Tiara doesn't care so long as she still has her mother, and Filthy Rich refused to explain to anypony the details, but something happened to Topsy that made her go insane. She's thankfully still functional otherwise and no danger to herself or others, but whatever happened, it was enough for her Cutie Mark to shift to... well, that," she said.

"It's the last, and most severe, that we're worried about," Doctor Hooves said softly.

"Cutie Fracture," Twilight almost whispered, her eyes taking on a haunted expression. Engineer noticed several ponies that overheard react with alarm and frowned.

Spike shivered. "A friend of ours went through it while we were living in Canterlot. Discord cultists launched an attack on Canterlot, trying to overthrow Celestia and free their master. Our friend, Star Dancer, was kidnapped by them. When she came back, her Cutie Mark was shattered, and she couldn't do her special talent anymore. She..." Spike whimpered, not wanting to continue.

Twilight sighed. "She killed herself," she said softly. "I was the one who found her and cut her down from the noose she used..."

"Cutie Fracture is THE most feared disease for all equine breeds that get Cutie Marks, so severe that not even Cutie Shift can cure it. Cutie Fracture is, essentially, a total loss of part of yourself. A broken Cutie Mark is the sign. It's caused by a trauma so severe that your ability to perform your special talent is affected," Doctor Hooves said.

Engineer frowned. "Ah don't understand. Couldn't y'all just find a new somethin' you're good at?"

Twilight shook her head. "You don't understand..." she said. "A Cutie Mark... It's an expression of WHO YOU ARE. Of what you're so good at doing that it's an ingrained part of your soul, your very sense of identity. It's more than just something you can do, it's a part of yourself made known to the world. To lose it... To lose it is literally to lose a vital part of your very being." Spike shivered and hugged her tight as she talked.

Doctor Hooves frowned. "Engineer, imagine if, for the rest of your life, you couldn't reliably build so much as a bookshelf. Imagine going your entire life unable to build or properly design ANYTHING."

Engineer blinked. But as he thought about it, he found himself shuddering involuntarily, a cold fear suffusing him. "Mah God..." he said softly.

Twilight nodded. "Do you get it now? Do you get why Pinkie, the Doctor, and I are so worried about it? Why even Princess Luna feared suffering from it after her time as Nightmare Moon?"

Doctor Hooves blinked. "Good heavens, Pinkie Pie too?" he said, alarmed.

Spike nodded. "Yeah... But do us all a favor and don't ask about it, okay? It relates to a bigger problem we're trying to solve," he said.

Doctor Hooves nodded, understanding. Engineer shivered again. "Ah'll... Ah'll tell Medic about what you just told me, let him know to watch for it. Did y'all say that PRINCESS LUNA'S worried about getting Cutie Fracture?"

Twilight nodded. "One of the Princesses getting it... That would be the worst possible disaster... Ever since Discord permanently changed the way gravity works, it's been up to the Princesses to keep the sun and moon orbiting around our planet. It took every unicorn on the planet before they came along. Without the Princesses, both the sun and moon would just be stuck in the sky..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot Castle..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Celestia watched with pride as her sister raised the moon, the soft glow suffusing the night sky, the alicorn a majestic silhouette as she then turned her attention to lighting the stars. She closed her eyes, sensing the tides shift as they were supposed to around the world as her sister pushed the moon on its proper course.

_That, at least, is going right, _she thought bitterly, thinking of the kidnapped children. It was part of her job to watch over Canterlot as the city as its guardian. How could she have missed those children being kidnapped?

As Luna lowered herself back down to the balcony they were standing on, she noticed her sister's expression. "Tia?"

Celestia sighed. "It's the missing foals..." she said. "I'm supposed to watch over the city as part of my duties. How could I have missed an entire class just... disappearing?"

Luna smiled and nuzzled her sister affectionately. "We'll find them all safe and sound, dear sister. And the one who took them shall be punished most righteously."

Celestia smiled at her sister's encouragement and hugged her. "Still... I feel, perhaps, I should have done more."

Luna shook her head. "You are tired, sister. Rest well, for I guard the night. And nothing shall escape my eyes," she said.

Celestia grinned and sighed. "Perhaps you're right..." she said. "Perhaps I do need a break..."

Luna nodded. "A good night's rest and a chance to escape all those boring and boorish nobles will help clear your head. Let the Mistress of the Night be the one to help the guards defend this city." she said, turning her gaze out towards Canterlot. Celestia smiled at her sister, and chuckled at the brief image she got of her as a dark, costumed avenger, leaping from rooftop to rooftop.

Shaking her head in amusement, she left her sister to her work and went to the kitchens. She filched a piece of cake from one of the massive refrigerators and ate it as she went back to her room. She left the cooks with an order to send a meal to her room later, and calmly plopped herself down onto her bed, relishing the plush softness of it.

_One of the few advantages of being royalty, _she thought to herself, _is that you can give yourself all the best stuff. _A soft bed was one of the few indulgences she allowed herself. And oh yes, it was so very comfortable.

She looked over to her desk, seeing the Slendermane journal on it. Frowning, she levitated it towards her, opening it again, reading where she left off.

_10/10/1504 AD: Slendermane has an annoying tendency to pop up when I'm least expecting it. I keep seeing him now. Just watching, waiting. I know he's behind the disappearances, but no one else but I seems able to see him. I... I'm scared. Even more scared than when the Maskies were attacking. Am I just imagining him? Is he just a figment conjured up by the Maskies? I must know more. _

Celestia shook her head. "He's very real, friend," she said. "I can feel the malevolence of his presence."

She poured herself some tea, and continued.

_10/13/1504 AD: I have to be sure of whether or not Slendermane is real or not. Perhaps... Perhaps if my theory of the Slendermane being just an illusion conjured up by the Maskies is correct, then if they are dead... I don't like saying this, but I have to kill the three Maskies. Only then can I know for sure if Slendermane is real. _

Celestia frowned. While she detested the ending of life, she knew that it was necessary at times. But still, outright murder? She sighed, and considered her options. Shining Armor was the youngest of the three Captains of the Guard, and the most idealistic. She wouldn't ask him to end a life. Plus, she felt a sudden extreme discomfort at the idea of sending away the source of the city's potent barrier spell.

Barricade had killed before, and was willing to kill again. But she would object to outright assassination. She preferred to save death as an absolute last resort.

_Harbinger... _She frowned. The Captain of the Earth Pony Guard was the oldest of her Captains, and served with her the longest. He was also the coldest. If push came to shove, she realized, to her depression, that he could count on him to kill on command.

Perhaps she should send him to Ponyville for a few days...

Just to be sure Twilight and her friends were all right. If nothing else, Harbinger might be able to relate to the BLUs better than the others...

She turned her attention to the journal once more.

_10/15/1504 AD: I'm starting to get worried. I managed to catch Masky Pegasus, but when he realized that I wanted to kill him, he stopped resisting and let me. Under the mask was... it was someone I knew. Someone I thought was my friend. How could she betray me like this? Or did she? Was the mask corrupting her? I need to know. Maybe I can question the next Masky I capture..._

_Another unpleasant thought, _Celestia scowled. But still, capturing the Maskies was a good idea. She knew that oaf down in the dungeon... whatever his name was... wasn't a real Masky, just a pawn of Masky Pegasus. Luna's interrogation had proven that.

She scowled bitterly. _I'll let that numbskull rot in the dungeons for a month or so. It's his own damn fault for working with the Maskies anyway. Damned foal, letting himself get lured in by a pretty plot..._

She sighed again, rubbing her temples. This was so frustrating.

A knocking on the door came._ Ah, that must be my midnight snack, _she thought. "Come in," she said aloud.

The door opened... and Celestia gasped, seeing Slendermane pushing a cart in with the heads of the missing foals on it. She got to her feet, her horn blazing with magic, her wings flaring...

...and then she blinked, Slendermane vanishing, revealing a frightened pair of waitresses carting her meal along and a nervous Phalanx standing in front of them.

"M-My lady?" Phalanx said, looking around nervously. "What is it? What do you see?"

Celestia stared at Phalanx in confusion. _...But he was right there._ She shook her head, and said, "I'm fine. It's nothing. I've... changed my mind about the meal, you may have it if you want. Also, tell Captain Harbinger to go to Ponyville for a few days. Be sure to mention Code CIK. He'll know what it means." She motioned for them all to leave. Reluctantly, worried for their princess, they bowed and backed away.

_Twice now Slendermane has appeared with Phalanx... _Celestia thought, staring suspiciously at the door. She lay back down, and pondered.

Outside, Phalanx looked to the waitresses, who just shook their heads and took the meal back to the kitchens. Phalanx frowned, and sought out his captain.

He found the massive Earth Pony in one of the watchtowers. Harbinger was an imposing sight, a dark indigo stallion that was solidly muscled all over, especially in his powerful legs, his kicks feared all across Equestria. His Cutie Mark was two horseshoes with motion blur lines, a symbol of his legendary speed. Only Barricade dwarfed him in sheer size. He turned towards Phalanx, his long beard and mustache ruffling slightly in the breeze. To Phalanx's alarm, worry was in those normally cold, violet eyes.

"What news, Phalanx? How is our Princess?" he asked, his voice rumbling like an impending avalanche of snow and ice.

"She reacted strangely again," Phalanx said, pawing the floor worriedly. "It's like she's seeing things that aren't there..."

Harbinger frowned, looking away. "And you say that the whole thing started when she got that journal?"

Phalanx nodded. "Should I try and take it from her?"

Harbinger shook his head. "If there's one more incident, yes. But for now, I think it best if you avoid her. I'll try and have you reassigned."

Phalanx blinked. "With all due respect, sir, my loyalty and my duty is to the Princess Celestia," he said.

Harbinger chuckled. "I admire your dedication, trooper, but so far Princess Celestia seems to have these reactions when YOU are around. I'd rather not place you in danger."

"If you say so, sir," Phalanx said. He then blinked, remembering what Celestia asked of him. "Oh! She wants you to go to Ponyville for a few days, rendezvous with Barricade. She also asked me to mention something... Code CIK. She said you'd know what it means."

Harbinger's face betrayed no emotion, but inwardly, he flinched. _Capture Interrogate Kill, _he thought worriedly. _She NEVER gives that order unless the situation is beyond dire... _

"Very well," he said. "I'll be off, then."

Phalanx nodded. "Shall I book the Friendship Express, then?" he said.

"No, walking's faster," Harbinger said, and dashed off, the wake of his departure nearly blowing Phalanx down the stairs.

Phalanx shook his head, chuckling. Not for nothing was Harbinger called Celestia's Swift Lightning...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

After dispensing with the depressing talk, the three scientists had gone to dinner. They encountered Rarity there, having apparently been out gem hunting with Spy. Spike quickly jumped off of Twilight's back and pulled out a seat for her.

"Sit down, my lady," Spike said grandly.

"Always such a little gentleman," she giggled.

Spike bowed and cast a glare at Spy, who just sneered at him and sat down between her and Twilight. Spike grumped, sitting on the other side of Rarity, who just patted him on the head.

"Now now," she said. "There's no reason for you to be jealous. Spy is indeed assisting me, but his romantic attentions are towards Zecora, remember?"

Spike glared at him. "I still don't trust him," he grumbled.

Spy just rolled his eyes, picking up a menu given to him by the waiter. He fumbled with it for a moment, trying to figure out how to open it, until Doctor Hooves showed him how. Spike grunted at him, annoyed. "Well... I don't like it that he lives with you... Ponies talk, y'know..."

Rarity shook her head, chuckling. "Be nice or I won't give you this lovely pastry Sweetie Belle and I made for you," she said, telekinetically lifting a box out of her saddlebags, revealing a small cake encrusted with rubies and sapphires. Spike moaned, gulping back the drool that formed in his mouth as he stared adoringly at the confection.

Twilight smiled. "Sweetie's cooking is improving, I take it?" she asked.

Rarity sighed. "So long as I keep her away from mother, she can cook just fine. Sadly, she backslides every time mother decides to 'help' her." She gave Spike the cupcake, the dragon happily eating it.

"Oh dear," Spy said, chuckling. "Perhaps Heavy should be allowed to teach her. I can guarantee zat his technique will make sure zat her cooking STAYS improved."

Rarity frowned. "...Are you certain of that? Heavy doesn't exactly strike me as the type to make more than a sandwich now and then."

Spy chuckled. "As bizarre as it sounds, Madamoiselle, Heavy is the best cook of the nine of us, with Engineer and Demoman coming in second and third respectively. I myself can make many fine pastries, but with regular meals I am somewhat limited in my ability. Heavy, on the other hand, can make sandviches..." He blinked, realizing what he said. "SANDWICHES so delicious zat zey can heal injuries."

Twilight and Rarity traded amazed looks. Doctor Hooves nodded. "I knew a cook that good one time, around three forms ago. She was a pizza chef, I believe..."

"Sounds like a chef I'd like to meet, zen," Spy said, chuckling.

Doctor Hooves hmmed thoughtfully. "Forgive me for saying so, Spy, but you really don't seem to fit in with the others," he said.

Spy laughed. "True, true," he said. "My tastes do tend to be more refined zan zhose of my colleagues. Plus, I admit, a full suit isn't the best thing to wear in a battlefield situation. But I always say, if you're going to kill someone, zen do it with style!"

He adjusted his tie, smirking, as Rarity, Twilight, and Doctor Hooves laughed nervously, trading uncomfortable looks. Haute Cuisine, the head waiter, came up to them. "Ah, Time Turner. I see you are doing well after your... illness."

"All cleared up, thankfully," he said.

Haute nodded, and took everyone's orders, leaving them to their conversation. Spy and Engineer gave Doctor Hooves a confused look.

He chuckled. "Technically, my name here is Doctor Time Turner Hooves. I'm the official timekeeper for the town. When Minuette and I first arrived and my name was asked, I said Doctor Hooves at the same time Minuette said Time Turner. Doctor Hooves is a play on an old gag I came to love. I used to be known as just the Doctor (long story), and my companions, when I first met them and introduced myself, would always, with out fail, ask 'Doctor Who?' Minuette came up with 'Time Turner' out of the blue, so to speak, as it sounded pony-ish and she had a brief moment of panic. Time Turner apparently qualifies as a given name among ponies, so I could get away with using both."

Engineer chuckled. "Interesting... So the name stuck, then?"

The tan Earth pony nodded. "Truthfully, though, I'd prefer if you just call me Doctor Hooves. Time Turner just sounds... rather silly."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville Park..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Soldier watched over the field as Dinky played with Ruby Pinch and the rest of the Cutie Mark Crusaders, playfully nudging a ball about. Occasionally, one of the unicorns would cheat and give the ball a telekinetic nudge, but Scootaloo's speed and Apple Bloom's greater endurance more than made up for the difference.

Derpy came up to Soldier, wiping her brow with a forehoof as she landed near him. "Thanks for watching Dinky for me. This last minute delivery was a pain."

Soldier smiled. "Not a problem, Derpy," he said. "She's a real sweetheart."

Derpy looked out at the field, looked at the joy on her daughter's face, and sighed contentedly. "She's my muffin, my precious little angel. I almost lost her one time, and her sister..."

Soldier blinked. "What do you mean?"

Derpy sighed. "I've... had a lot of problems over the years, both legally and health-wise. Most obviously, I have vision problems because of my eyes. Plus I have... some issues thinking at times... Twice it's led me to nearly lose my daughters, first Sparkler, and then Dinky..."

She hesitated, and said, "I don't know who Sparkler's father is. The night she was conceived, I think someone slipped something into my drink.." She shook her head. "That, plus the fact I hadn't gotten my Cutie Mark yet made Foal Protective Services worry for Sparkler..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville Overlook..._

_The past..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Please..." Derpy said, the blank-flanked pegasus begging the Foal Protective Services agent sent to take Sparkler away. The stallion, an orange Earth pony in a suit jacket with a clipboard Cutie Mark, frowned at her.

"Ma'am... I'm sorry, but from what I've seen, I think it'd be in Sparkler's best interest if she were taken into foster care," the stallion, named File Finder, said, a sad expression on his face.

Derpy gave Sparkler, who was watching the Summer Sun Celebration fireworks, unaware of what was happening, a desperate look. "Then at least... Then at least let me say goodbye..."

File Finder bit his lip, and then sighed, nodding. "...All right. You're a good mare, Derpy, so I can give you that much at least."

Derpy smiled, wiping the tears from her eyes. "Thank you..." she said. She slowly turned and trotted over to Sparkler, the young foal watching the fireworks excitedly.

"Enjoying the show?" Derpy asked, smiling, trying to hide the pain in her eyes.

"It's beautiful, mama!" Sparkler said, nuzzling up to Derpy, who hugged her tightly. "It's so pretty..."

"Fireworks always look great at night," Derpy said, nodding.

Sparkler shook her head. "No, these are special," she said, smiling.

Derpy blinked. "Oh? How so?"

Sparkler nuzzled her beloved mother. "Because I'm here with you, mama," she said.

Derpy smiled, but she couldn't keep her tears from flowing as she hugged her daughter again. Her heart was breaking, and she couldn't get out what she needed to say.

Sparkler looked up when she felt tears fall on her head. "Mama? Mama, what's wrong?"

Derpy sniffled, forcing a smile onto her face. "It's nothing, sweetie... Mama just got some ashes in her eyes, that's all..."

Sparkler frowned. She knew her Mama was lying. She was sad... but she didn't know how to make it be... wait! Sparkler broke free of Derpy and went over to the toys they had brought with them, bringing back with her a bottle of bubble solution, with a big wand inside of it that extended above the cap so pegasi and Earth ponies didn't have to get the solution in their mouths.

"Mama... would you make bubbles for me? You always make the bestest bubbles," Sparkler said, smiling warmly.

Derpy smiled lovingly at her. _I can give her this, at least, _she thought. She unscrewed the cap and pulled the bubble want out. She swished it about, creating swirls of bubbles. Sparkler giggled happily, chasing trying to pop the bubbles with just her horn, tumbling about the hill, Derpy catching her when she got too close to the cliff edge. Derpy made the bubbles dance through the air.

_My one talent, _she thought sadly. _At least I can bring my daughter joy with it before we... before have to... _She couldn't bring herself to finish the thought. She knew she was good with bubbles, and knew she could use them to make her daughter happy... one last time...

Sparkler giggled as Derpy expertly made the bubbles dance around. She loved this game, loved how her mother could make the bubbles glide about. She was happy as could be, and hoped that it all stayed like this forever.

File Finder sighed. He hated it when the mothers he had to take the foals from were good people. But from the reports and what he had observed earlier that day, he knew this was the right course of action. A blank flank with Derpy's issues couldn't be expected to...

File Finder's thought trailed off as a small flash of light appeared on Derpy's flank. When the light faded, a Cutie Mark was there, a cluster of bubbles. File Finder's eyes widened, and he gasped.

_A Cutie Mark... for bubbles? _he thought, confused. He looked again, saw how joyful Sparkler was, and revised his thought. _No... A Cutie Mark... for making children happy..._

The thought stunned him. A motherhood Cutie Mark. _And even if it wasn't... _a smile came to his face as he completed his thought, _...then I can sell it as one to my superiors. _He grinned widely. He wouldn't have to break up a family today. It was a tremendous leap of logic, he knew. But damn it, he'd make it work.

He trotted up to Derpy and Sparkler, a smile on his face. Before Derpy could say anything, a panicked look on her face, he said, "Well, I think that's all for now. I have to get back to work. You two stay and watch the fireworks."

Derpy went wide-eyed, her eyes almost going straight out of sheer shock. File Finder whispered in her ear, "I'm taking a chance on you. Your Cutie Mark appeared while you were playing with your daughter. Don't make me regret it."

Without another word, File Finder went off, leaving a tearful, grateful Derpy, who smiled at him and mouthed the words 'Thank you.'

Sparkler saw the tears in her mother's eyes and hugged her. "Mama? What's wrong?"

Derpy hugged her tightly. "Nothing's wrong, my precious gem... For the first time, everything's right."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville Park..._

_The present..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Wow..." Soldier said softly.

Derpy nodded. "I eventually did get married and have Dinky, but I lost him to the chimera attack... Foal Protective Services swooped in almost immediately, but this time File Finder defended me from the outset." She watched Dinky proudly. "I still am not sure why he switched all of a sudden. But File Finder and I remain good friends to this day."

Soldier nodded. "Must be nice," he said, smiling. "Kids and all..."

"My amethyst star, and my beautiful muffin..." Derpy said softly. "I don't know what I'd do without them." She sighed happily, nuzzling up to Soldier, the Earth pony blushing brightly. "Did you have any kids? Back where you come from, I mean."

Soldier frowned, a confused look crossing his face. "I... I can't remember..."

Derpy gave him a confused look. "You can't?"

Soldier shook his head, and said, "...Back home, I was always concentrating on the battle at hand, or the next battle to come... I've never had this much time to think about something other than fighting before..." The expression he gave Derpy was almost frightened. "I can't... I can't remember anything before I started fighting in World War 2."

Derpy frowned, and nuzzled him. "Well, I hope you remember soon. Family is too important to forget," she said, smiling.

And again, Soldier felt a strange warmth at her touch, blushing. He wondered what this feeling was, as he couldn't remember feeling anything like it before. As he thought, Derpy, for the first time, noticed just how strong he was just from the muscles in his chest and neck. She blushed a little, grinning despite herself. He really was a handsome stallion.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere in town..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Pyro, for her part, was having a good day. She skipped around, simply enjoying the friendly atmosphere of the town. She'd go check up on Trixie later, see if she needed any help. But for now, she was content to just wander the town, taking in the sights and sounds, trotting past the blossoming lollipops...

She blinked, and looked around again. When she had first come here, revealing her identity for the first time, she had been uncomfortable with everything at first. Her normal visions weren't there, so she had felt awkward. But now that she had a chance to burn, and had started to become used to life in Ponyville, she was feeling more comfortable.

But if the fields of lollipops had returned...

She grinned happily, looking around. The already bright and colorful world seemed even brighter and more cheerful. The sky smiled back at her, and her flames, comforting as they were, finally LOOKED right to her eyes, taking on the image of bright, colorful rainbows instead of that ugly orange color. Things finally SOUNDED right as well, the cheerful music starting up again.

She was better than she used to be, ever since she first joined BLU. She was mildly aware that how she saw and heard the world was a delusion. But it was a comforting one. It helped keep HER safe...

She smiled as an old friend came up to her. "Why, Mister Balloonicorn! It's so good to see you again!" she said.

The pink, inflatable unicorn bounced up and down as it floated around her. "I've been wondering where you were. It took us a while to find this place and set things up."

Pyro grinned, hugging the balloon. "Well, it's good to see you. I've missed Pyroland. Although to be honest, this place isn't that different from it, heheh."

Pinkie Pie watched Pyro hug the air with confusion. She started to question what Pyro was doing, when Scout stopped her, a dismayed look on his face.

Balloonicorn chuckled. "Oh yes. Things are a lot different here in Equestria. For one thing, you're a unicorn now too. And a rather sexy one at that," he said, waggling his rubber eyebrows.

Pyro blushed. "Mr. Balloonicorn! Is that even appropriate? I mean, you know Engineer and I are together! And besides, weren't you and your wife starting to work things out when I left?"

Balloonicorn paused in mid bounce, and sniffled. "She... She left me, Pyro... She finally up and left me."

"Oh!" Pyro said, hugging Ballonicorn tightly. "I'm so sorry, Mister Balloonicorn! I know you loved her greatly."

Balloonicorn nodded. "Ten years we've been together... It's so hard to think that she doesn't love me anymore..."

"Ah, marital troubles again, Balloony?" Scout said, coming up to Pyro, who to his eyes was just hugging air again.

Pyro shook her head. "Poor Mister Balloonicorn's wife left him," she said.

Scout frowned and sighed. "Eh. That's the way love goes sometimes," he said, looking at the spot where he guessed Balloonicorn was. "Me, I think you're better off without her. There's plenty of other fish in the sea. A gal who shtups another guy behind your back ain't worth the effort of crying over."

Balloonicorn frowned, and nodded. "I guess you're right..." he said, although Scout couldn't hear him. "It was mean of her to cheat on me like that... Thanks Scout!"

Pyro grinned. Scout looked at Pyro and said, "How's he doin'? You know I can't see him without the goggles Engie made."

Pyro nodded. "He's perked up! What you told him helped," she said.

Scout nodded, satisfied. "See, Balloony? Everything's gonna be cool. A stud like you, the chicks'll be dripping off you by the end of the week."

Balloonicorn's chest puffed out. "You're right! There's plenty of other mares out there! Especially now," he said. "Thanks a bunch, Scout." He turned and kissed Pyro. "I gotta go. There's still some setting up to do. It's great to be with you again, Pyro." And with that, he flew off in a trail of bubbles, Pyro waving goodbye, ignoring the stares she was getting from the various bystanders.

Pinkie Pie came up to Scout, visibly confused. "What do baby chickens have to do with anything?" she asked.

Scout facehoofed, groaning. Pyro giggled. "You're funny," she said, skipping off again, humming.

Pinkie Pie watched her go, and then turned to Scout. "What were you guys doing? That looked kinda fun, whatever it was. Who's Mister Balloonicorn?" she said.

Scout shook his head, glaring after Pyro. "Freak... Must not have been completely used to this place yet..." he said, shaking his head. "Gotta tell the others..."

Pinkie Pie nudged him. "Scout? What's wrong?"

Scout shook his head. "We did mention that Pyro is COMPLETELY PSYCHOTIC, didn't we?" he said. "You've seen her fight. She's a complete firebug. She wore a full bodysuit and mask all the time, so only Medic and Engie knew her gender at first. The rest of us only found out after we were brought to Equestria. The thing is... she sees and hears the world differently from the rest of us."

"Differently?" Pinkie Pie asked, still confused. "What do you mean?"

Scout sighed. "To Pyro, the world around her is a happy fun sunshine land called Pyroland, filled with music, colorful flowers, balloon animals, giant treats, and lollipops that grow like flowers. It's also an ELABORATE fantasy, with a huge cast to it, including Mister Balloonicorn, who seems to be her best friend in Pyroland. Her flames are pretty magical rainbows that she likes to spread everywhere, and all her enemies are cute little cherubs that she likes to shower in rainbows and bubbles. No one bleeds, all the guns shoot ticklish feathers instead of bullets, all the melee weapons were plastic toys and blunt or made of candy, and all the explosives were harmless party poppers. One day, back in our world, we saw her making what looked like an exact replica of her original flamethrower and backpack. Engie made these goggles that allowed us to see and hear the world she does... turns out to her eyes she was making a magical triple-barreled trumpet that sprayed magical rainbow, sparkles, and bubbles everywhere and a giant orchestrina music box to wear." Scout shook his head. "Honestly, knowing THAT is how she sees the world just made things worse..."

Pinkie Pie giggled, and started bouncing around. "Pyroland sounds like fun! I'd love lollipops that grow like flowers, and giant snacks, and all sorts of stuff! When Discord was starting out, he made cotton candy rainclouds FILLED with chocolate milk! They were so delicious! And he made lakes of popcorn, and I heard Cloudsdale got a storm of cola! But then he started being a real meanie pants and that sorta ruined the deliciousness. Still, giant snacks sound fun! I'd love to live in a land filled with giant chocolate cake, and carrot burgers, and chimmycherrychangas, and talking balloons, and..."

"Pinkie," Scout interrupted, "Remember when you told me about Sir Lints-A-Lot and the others?"

Pinkie froze in mid-bounce, the implications finally sinking in. "Oh. Ooooooh..." she said, her ears going back in alarm.

Scout shook his head. "Pyro is a freak. She's a good teammate, even I admit that. But she's a dangerous, crazy freak. I do NOT know what Engie sees in her. The RED Pyro went for a walk one time, she sees things the same way ours does... RED Pyro caught us without our weapons and butchered us all, burning down the town. All the while, she saw herself as spreading magic, love, and rainbows around with her flamethrower." He shivered in fear at the memory. "I don't think she'll hurt anyone, so long as she isn't provoked. She seems a lot happier here than she was back home... But still, I'd feel better if Engie and Spy knew she was seeing Pyroland again..."

Pinkie cringed. "We should probably tell Trixie, too," Pinkie Pie said. "She uses fireworks in her act, if I remember right..."

"Oy," Scout muttered. "What a hassle..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Quarry..._

_Just outside of town..._

_A few minutes later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Trixie trotted up to Demoman, who was set up in a large cavern in the Diamond Dogs old quarry, pulling her cart behind her. "All right," the blue unicorn said. "The Great and Powerful Trixie has deigned to show herself before you. What is it you want, Demoman?"

Demoman just smirked. "Ye keep talkin' down yuir snoot at folks, lassie, yuir bound te miss when one of them has a knife at yuir throat."

Trixie grimaced. "Must everything involve killing analogies with you ponies?" she muttered.

"Well, when yuir good at something..." Demoman said, letting the thought trail off. "Anyway, I wanted te show you me creations, see if ye could use them in yuir show."

"Hence the cave," Trixie said, understanding.

"Aye," he said. "Nothin' worth destroyin' in an old cave full o' rocks. That makes it perfect for testin' explosives."

Trixie nodded. "The Great and Powerful Trixie can see the logic in that. Very well then, Demoman. Show me your wares," she said, gesturing grandly.

Demoman smirked at her. He'd met many of her type in his life. Hell, Medic was married to one of them. And they all got their own in the end. This one, at least, had the potential to be mildly helpful. But to business first.

"If'n ye'd be so kind as to provide a light," he said, gesturing to the fuses. "I dinnae wanna risk Pyro detonating everything afore it has a chance te launch, and I have'nae yet mastered the art of holdin' things with hooves instead of hands."

Trixie shrugged, and lowered her head, her horn glowing as she generated a series of small sparks, igniting the fuses. She and Demoman both stepped back as the rockets lit up, spiraling into the air and detonating in a showers and swirls of color, one of the explosions taking the shake of Trixie herself, and another exploding into the shape of her Cutie Mark.

Trixie grinned, nodding. "Oh yes, these will do nicely," she said. "Fireworks truly worthy of the Great and Powerful Trixie. I'll take them."

Demoman nodded. "I'll be puttin' them on yuir tab, then," he said.

Trixie gave him an annoyed look. "WHAT."

Demoman grinned evilly. "Ye did'nae think that I'd be given ye them for free, did ye lass?"

Trixie scowled, looking away. _Trixie__ was sort of hoping... _

Demoman chuckled. "I know that ye dinnae have any money right now. When ye get some in, I'll collect me payment then. I'll give ye a discount since it's yuir first purchase."

"Bit of an entrepreneur, aren't you?" Trixie said, fuming.

"'Tis the DeGroot family way. 'Tis a point of pride in me family te hold many jobs at once," Demoman said, beaming.

"What do you do for relaxation, then, if you are holding down so many jobs?" Trixie said.

"Drink. Heavily," Demoman said simply.

Trixie blinked.

Demoman just looked at her. "Ye HAVE met me teammates, haven't ye?"

Even Trixie had to laugh at that one.

Demoman smirked. Said smirk vanished from his face when Pyro appeared in the entrance to the cave. "TRIXIE!" Pyro chirped, dashing up to the startled magician and hugging her. "Oh, I have wonderful news!"

"Er... Wonderful news?" Trixie asked hesitantly, giving Demoman a pleading look.

Pyro giggled. "Pyroland's back! And my flames finally look right again! No longer than nasty orange-y red color."

Demoman eeped and quickly hid his remaining fireworks. Trixie gave him a baffled look. Demoman shook his head, grinning nervously, and said to Pyro, "Lassie... Trixie does'nae know about Pyroland!"

Pyro blinked, as if the concept of someone not knowing about it was a completely foreign concept to her. After a moment, it sank in and she nodded. "OOOH! Okay! I'll be more than happy to show her around!"

"Show Trixie around what?" Trixie almost wailed.

Demoman whispered harshly into her ear. "Play along. It's safer if ye do nothin' te agitate her until her excitement dies down. I and me lads will explain later." Ignoring Trixie's dismayed look, Demoman said to Pyro, "Remember lassie, no one can see or hear Pyroland without Engie's special goggles."

Pyro nodded. "Don't worry, I remember," she said, dragging a nervous Trixie out of the cave. Demoman facehoofed, wishing desperately that he had thought to bring his scrumpy with him.

At which point Scout and Pinkie Pie popped out from inside his box of fireworks.

"GAH!" he yelped, falling over comically.

"That is so cool," Scout said, looking around the cave.

Pinkie Pie grinned. "See? I told you this would be easier," she said.

Demoman stared at hem incredulously. "How... HOW THE BLOODY HELL DID YE GET IN ME BOX? I SAW YE BOTH ACROSS TOWN EARLIER!"

"We needed to warn Trixie about something weird going on with Pyro, so I showed Scout how to take a shortcut through the narrative," Pinkie Pie said proudly.

"And it was AWESOME," Scout said, grinning. "Pinkie knows how to get around to ANYWHERE in seconds!"

Demoman just stared at them for a moment, his jaw agape, and then shook his head. "Well, yuir too late this time, laddie. Pyro's already dragged Trixie off."

"Damn," Scout cursed. "Well, we better tell Engie and Spy then."

"Twilight too," Pinkie Pie said, "She has ALL sorts of books on neat stuff like that, she might have a psychology book that could help!"

The two of them disappeared into the box again. Demoman blinked, and stuck his nose in, trying to follow. He ended up hitting his nose on the bottom of the box. Grumbling, he packed up his fireworks and headed back to town. This place was bloody WEIRD...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Fluttershy's cottage..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Fluttershy blushed as she finished giving her mother a tour. "And that's pretty much it..." she said softly. "I'm sorry I didn't get around to showing you my place until now. With everything's that's happened, with Soldier turning into Painis Cupcake, and then Nightmare Doctor..."

Barricade smiled, nuzzling her daughter lovingly. "It's fine, dear. I'm more than comfortable at the hotel. I just wanted to be sure you were doing well for yourself."

Fluttershy smiled. "Oh yes! I make more than enough bits as an animal caretaker for the town, I have a paying job as an assistant at the vet's office, plus I'm pretty much the go-to babysitter for all of Ponyville!"

Barricade chuckled. "Heh. From some of what I've heard about your ability with animals, I'm surprised you're not a veterinarian. You'd certainly be making lots more money," she said.

Angel Bunny, who was sitting on Fluttershy's back, nodded in agreement. He loved Fluttershy but merciful Celestia, the pony had NO AMBITION.

"I'm fine with where I am in my life," Fluttershy said, Angel rolling his eyes as his thought was confirmed.

Barricade nodded. "So long as you're happy," she said. A concerned look crossed her face. "Are you doing all right, though? I mean, I've watched that Pyro thing around town. She seems a little... off..."

A thoughtful look came to Fluttershy's face. "Pyro is... different. She's always cheerful, always hopeful... But there's this strange sadness in her..." She sighed. "I want to help her, Mom. I know it's risky, but I want to help her."

Barricade frowned. "If you're sure... I... I just want you to stay safe," she said.

Fluttershy smiled and nuzzled her. "I know," she said. "You're a great Mom that way."

Barricade blushed, smiling warmly.

"Hello, little flutter pony!" boomed Heavy as he came into view, startling Fluttershy in the process. "I am finishing chores early today, so little Apple pony gave me day off! I come bringing many sandviches to share with new best friend!"

"Interesting," Barricade said, looking the massive Earth pony over. She hadn't really had the chance to meet Heavy in person. "(So you are my daughter's fusion partner, yes?)" she said, surprising Heavy by speaking in his native language.

Heavy grinned. "(I am,)" he said, "(And it is good to hear my native tongue again. I have never been able to fully master English... I guess it'd be basic Equestrian here... and I tend to grow weary of sounding like I have an IQ in the single digits. I suppose my accent gave it away?)"

"Da," Barricade said, pleased at how eloquent Heavy sounded. Even if it wasn't romantic, she couldn't stand it if her daughter's male companion was a fool. "(I've been wanting to speak with you for a while, Heavy.)"

Heavy blinked, as if remembering something. "Ah. That is reminding me," he said in Equestrian again. "Speedy old pony arrive from Canterlot. He say he come earlier today by running. I am not being sure I believe him..."

Barricade blinked. "Speedy old pony from Canter..." she said, trailing off. Her eyes widened as she realized who it was, and cursed. "Captain Harbinger of the Earth Pony Guard..."

Heavy nodded. "Da, that was name. He was saying that he was wanting to speak with you, and is waiting at Mayor's office."

Barricade nodded. "We'll have to save our chat for another time," she said.

"Mom?" Fluttershy asked, worried. "Is anything wrong?"

Barricade smiled. "I'm sure Harbinger is just checking in. I am assigned here to protect the Elements, after all."

"Is speedy old pony really that fast?" Heavy asked.

Barricade smirked. "Even faster," she said. "There's a reason he, Shining Armor, and I were all chosen to be Captains."

With that, Barricade left for the Mayor's office, taking to the air in a powerful gust of wind. Fluttershy and Heavy watched her go, Heavy smirking.

"Your mother is... quite impressive," Heavy said after a moment.

Fluttershy just smiled. "I've always thought so," she said.

Heavy chuckled. "Come," he said, gesturing to his saddlebags, "Let us find quiet place, enjoy many sandviches. Little bunny come as well."

_Joy, _Angel thought, _I get to spend time with the firebug's oversized friend. _He scowled at Heavy, who ignored him.

Fluttershy thought for a moment, and nodded. "I suppose that would be all right," she said. "I've had a taste for sandwiches ever since we first merged..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Mayor's office..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Mayor Mare smiled nervously at the grim, stoic Harbinger as he stood silently near her desk, waiting for Barricade. She had tried to talk to him several times, but he had just remained silent.

It was unnerving. She hoped Barricade would get here soon.

A few uncomfortable minutes later, Barricade arrived, nodding to her co-captain. Harbinger nodded. "Thank you for hosting me all this time, Mayor. Now if you'll excuse us," he said.

Barricade nodded. "There's a place near the primary entrance of Everfree we can go to speak," she said. "It's away enough from town that we won't be overheard."

Mayor Mare frowned. "Wait. My office is soundproofed, why can't you talk in here?" she asked.

"Because it'd be rude to kick you out of your own office," Barricade said, her face an emotionless mask.

"Now, see here!" Mayor Mare said, indignant.

Harbinger sighed. "Mayor, it's a matter of royal security at the moment," she said.

"I am well aware that some things must be kept away from the public," Mayor Mare said. "But this is my town in the crossfire here, my ponies! I can't help them if I am kept out of the loop!"

Barricade hesitated. "...She did hold her own somewhat against Nightmare Doctor. And the ponies of this town trust her enough to re-elect her every single time an election comes up."

Harbinger shook his head, and whispered in Barricade's ear. "Princess Celestia has issued a Code CIK," he said softly.

Barricade's eyes widened. She sighed, and said, "I'm sorry, Mayor Mare. But this conversation is for our ears alone."

Leaving the Mayor fuming and frustrated, the two of them left, Harbinger a blur of motion as he followed Barricade to where she said to meet. They landed just on the outskirts of Everfree, at the edge of Ponyville.

"Code CIK," Barricade said softly. "The Princess is going that far..."

Harbinger frowned. "She believes there is a connection between the Maskies and the disappearance of the children. As we two are among the only ponies in Equestria with the resolve to kill, not counting the off-worlders. It will fall to us most likely to mete out punishment to the Maskies should they prove responsible."

Barricade frowned. "...I do not like to end a life unless absolutely necessary. But if they are connected with the disappearances and the murder of those two guards, then they have sealed their fate." Her face darkened. "To say nothing of what I will do to them if they dare lay a hoof on my precious Fluttershy."

"Indeed... And I may ask you to be the one to watch over Ponyville and carry out the order..." Harbinger said, the old war horse frowning nervously.

Barricade wasn't as old as Harbinger, but she knew the warrior's moods. To see fear on his face... "What is wrong?"

"...Princess Celestia has been acting strangely," he said after a long moment. "She has been having... averse reactions to the presence of one of my proteges, a recent recruit named Phalanx. I... do not wish to be away for long, as I believe she is starting to hallucinate."

Barricade's ears folded back in alarm. "...You believe that the Princess is in as much danger as the Elements."

Harbinger nodded. "I fear so. I fear that I will not be swift enough to protect our Princess should something happen."

Barricade scoffed, gently patting the smaller pony on the back. "As if there is anything in this world that you cannot outrun."

Harbinger chuckled softly. "I certainly hope so."

Barricade sighed. "Still, why don't you hang around a little?" she said. "This is a rather nice, peaceful town, with some good hotels. And besides, you did mention in a response to one of my earlier letters that you were interested in meeting the mercenaries."

Harbinger nodded. "True, true... I can get back quickly enough if need be... And these offworlders are an unknown to me..."

Barricade chuckled. "I haven't gotten to know them all personally, yet. But they're a riot. You'll like them."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Ponyville Overlook..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Heavy and Fluttershy, Angel on the head of the pegasus, came up to the overlook, where Spy was there already, looking over the town.

"Ah, Heavy. Taking Fluttershy on one of your picnics?" he asked, smiling.

Heavy nodded. "Da. Little flutter pony is part of team now, and I always treat teammates to picnics," he rumbled.

Spy chuckled. "You're in for a treat, Fluttershy," he said. "Heavy's ze best cook on ze team. And his picnics are always guaranteed to come with excellent food. He's taken each of us on one."

Fluttershy smiled. "Oh! Well that's nice of you," she said, smiling.

Heavy beamed. "Everyone is credit to team. They deserve food that is credit to stomach!" he said, chortling.

Spy rolled his eyes. "Anyway, I should get back into town," he said. "Scout and Pinkie Pie got here... I believe they put it 'before the last transition,' ...and warned me zat Pyro was seeing Pyroland again and had dragged off Trixie."

Heavy grimaced. Fluttershy gave the two mercenaries a confused look. "Heavy will explain," Spy said, taking off and disappearing.

Heavy grunted, and threw out the picnic blanket in his saddlebags, setting them down and pulling out the basket. "Is big headache..."

Fluttershy frowned, sitting down with him . "'Pyroland?'"

Heavy briefly explained Pyro's 'unique' mental condition, Angel groaning in frustration.

_Why does she always have to associate with the kooks?_he thought, looking in the basket for something tasty.

Fluttershy frowned. "Oh my... To hide herself that deeply..."

Heavy gave her a curious look. "Fluttershy has idea of what is wrong with Pyro?"

Fluttershy looked thoughtful for a moment. "It... It's just a theory... And I think I'll keep it to myself until I explore it more." She blinked, realizing what she said, and blushed. "I mean... If that's all right... She is YOUR teammate..."

Heavy chortled. "And yours now! You and other tiny baby ponies are part of Builders League United to me! If you want to help Pyro, then do so!" Heavy shook his head. "Anything to make little fire pony less scary..."

Fluttershy blinked. "You? Scared?" she said. When Heavy gave her an amused look, she stammered, "Well... It's just that you don't seem like the type to get scared."

Heavy sighed. "...I fear no man. But Pyro, even after I learned gender, terrifies me. Her mind... it is strange beyond measure. I am not knowing whether or not she even feels emotion the same way we do... And also... I am afraid of dying. We not have Respawn anymore. I am afraid of not seeing my family again." His voice became uncharacteristically soft as he finished, "But more than anything else... I am afraid of losing my teammates..."

Fluttershy gave him a worried look, putting a hoof over his. Heavy smiled weakly. "Is... difficult, adjusting to this. In battle, I would act as meatshield, taking bullets and rockets in my massive body while doctor healed me with Medigun, or while pushing bomb cart. But now, there is no fighting. No Respawn to bring us back to life when blown to bits..." He sighed wearily. "I curse myself for how complacent I become, how used to having those things there at all times I was. I do not know now how I will be able to protect team from dying... Especially Medic..."

Fluttershy's eyes widened in realization. "You love him, don't you?"

Heavy shook his head. "Just my luck I fall for straight man," he said. "But is all right. No one seem to care, and I help out anyway. I just..."

Fluttershy placed her hoof over Heavy's larger one. "You're worried," she said softly. "Things are different now than what you're used to."

Heavy sighed. "I adjust fine to new type of war game when Administrator bring it up," he said, "Is sad thing that I cannot adjust as easily to this world."

Fluttershy chuckled. "You've been doing good so far," she said. "You and the rest of BLU have been a great help to us since you came here. And I know you will be able to stop whatever's coming."

Heavy chuckled. "With help from little flutter pony and rest of friends, of course," he said. "We would be very outmatched without you."

Fluttershy blushed. "I don't know about that," she said.

Heavy put a hoof under her chin and said, "Little flutter pony has heart of dragon inside her. I could sense this when we merged."

Fluttershy blushed. Heavy smiled. "You are good pony. You are stronger than you know, little flutter pony. As strong as you are kind. Of this I am certain," he said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Back in town... _

_Just outside Sugar Cube Corner..._

_Later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Medic rubbed his temples, an irritated expression on his face as he glared at his gathered teammates. "And I am ze last person to know of Pyro's delusions returning fully, VHY?"

Scout shrugged. "Well, we tried to tell you earlier, but you yelled at us to leave you alone," he said.

Medic grunted in annoyance. "Vunderbar..." he said. "As if ve didn't have enough troubles..."

"I can handle it," Engineer said. "We just need to keep her from getting agitated and there will be no incidents."

Spy sighed. "Where is Sniper, anyway? He's better with rainclouds than Scout or I, it could come in handy if she gets out of control."

As if on cue, there was an annoyed cry from just down the street.

"Agh! Pyro, be careful!" Trixie cried.

"SORRY! I'm so, so sorry! I didn't mean to!" came Pyro's alarmed cry.

Medic, Scout, Spy, Engineer, Demoman, and Soldier all ran to where they heard it, seeing an annoyed Trixie and a tearful Pyro standing over the charred remains of her hat.

Scout fluttered over it and scowled at her. "Smooth move, firebug," he snapped.

"I didn't mean to," Pyro said, tearing up. "She just... She just kept telling me Pyroland wasn't real, and I tried to show her Mister Balloonicorn with my rainbow magic, and..."

"Sssh, ssh, it's all right," Engineer said, hugging Pyro tightly. "It was an honest mistake."

Demoman came up to Trixie. "Ach, I'm sorry lassie. I should have made it clearer about Pyro's little issues," he said.

Trixie shook her head. "Trixie does not understand," Trixie said, "She's acting like all of that stuff is real, but it can't be."

"To her it is," Soldier said. "But right now, fixing this is the most important thing. Hat emergency, men. Anyone got the money to buy Trixie a replacement?"

Trixie gave them an incredulous look. "...But it's just a hat. Trixie has replaced it several times over the course of her career. And this..."

Spy chuckled. "To us, there is no such thing as 'just a hat.' Now, I believe I can contribute some funds."

Pyro shook her head. "Just take it all out of my share of the money we're getting from the Princess," she said. "I'm so sorry..."

Trixie shook her head. "No, look, the damage isn't even that bad," she said, picking up the charred husk of the hat with her magic. She concentrated, her magic flaring, and the hat was restored, not a hint of damage remaining. Trixie smirked, and put the hat back on her head.

The six mercenaries seemed amazed by it.

"...Vell zat's handy," Medic said, grinning.

"Heheh," Scout laughed. "A hat Respawn spell. Dat's cool."

Trixie smirked. "That was the least of the Great and Powerful Trixie's many, many talents," she said.

Soldier rolled his eyes. "Said talents also including the ability to praise herself to varying degrees of warrantedness in one hundred different ways before dinner?"

"Even more than that," Trixie said, chuckling as she sauntered off, muttering to herself about 'crazy blue ponies,' leaving a crowd of amused BLUs.

"You gotta be more careful next time, Pyro," Engineer said, hugging her. "Not everyone understands your... special magic..."

"Not everyone can bloody survive it," Demoman muttered. Soldier snickered, the two artillery men ignoring the dirty look Engineer gave them. Pyro didn't pay any attention, nuzzling up close to her Engineer.

"Vhere is Sniper anyvay?" Medic muttered.

"Coming in with a warnin,' mates," Sniper said, floating behind them on a cloud with Rainbow Dash.

"Some paperwork got messed up," Rainbow Dash added. "We've got a thunderstorm TONIGHT. Everyone needs to get inside."

Engineer nodded. "When can we expect it?"

Thunder rumbled, as pegasi flew above, guiding in dark clouds.

"Now's good," Rainbow Dash said, smirking.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later that evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The rain passed without incident, not counting Scout's repeated claims that Sniper 'rigged that storm on purpose.' Pyro bid the group farewell, apologizing again to Trixie, and then skipped her way back to Fluttershy's house, splashing through the puddles, her hair ribbon bobbing with each hop.

"Rather a tense situation today, wasn't it?" Balloonicorn said, bouncing alongside

"I shouldn't have been so insistent with Trixie," Pyro said, sighing. "But I wanted her to meet you and all the others so much..."

"...You know what we really are, right?" Balloonicorn said. "Just delusions, part of her broken mind. Kind of like you."

"You're real to me," Pyro said softly.

Balloonicorn sighed. "Well..." he said, "I suppose that will have to be enough for now. I do want to help you, you do know that."

Pyro said nothing. Balloonicorn shrugged. "Very well," he said. "We'll talk later, when you're not feeling so bad."

"I'm sorry, Mister Balloonicorn," she said.

"It's fine," Balloonicorn said, smiling in his way before he bounced off into the distance.

Pyro sighed, watching him go, and walked the rest of the way to Fluttershy's house. She knocked on the door, letting herself in. She found Fluttershy in the kitchen, dreamily eating a sandwich.

_Or sandvich, _she mentally corrected herself, recognizing one of Heavy's works immediately. She giggled, Fluttershy letting out a cute squeak and dropping her sandwich in alarm. "OH! Pyro, you scared me!"

"Sorry," she said. "I take it Heavy took you on a teammate picnic?"

Fluttershy nodded, smiling. "We have a very nice chat, and he gave me some of his delicious sandwiches. They're the best I've EVER tasted!"

Pyro giggled. "Yeah, Heavy's a great cook. I tried to cook once, but I accidentally burned down the Granary," she said.

Fluttershy stared at her a long moment and decided she didn't want to know. "Anyway, when the rain hit we ended up finishing our picnic at Sweet Apple Acres. I came home from there." She hesitated, and asked, "How is... Pyroland?"

Pyro yawned, and smiled. "It's a great place. But can it wait until tomorrow? I've had a bothersome day and I want to get some sleep."

Fluttershy nodded. "I'm a little sleepy myself," she said. The two mares bid each other good night and settled in for the evening, Fluttershy musing on the BLUs. And the more she thought about it, the bigger the smile that came to her face.

_I like them, _she thought. _Pyro is sweet in her own... disturbing way... and Heavy is very nice, very kind for someone so big and fierce. _She giggled. And the others were nice in their own way as well.

Things were dangerous, but Fluttershy couldn't help but have a good feeling about how they were going. She drifted off to sleep, her thoughts peaceful. And as she slept, she dreamed...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_In the dreaming..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Hush now, quiet now, it's time to lay your sleepy head," Fluttershy sang as she walked through her cottage.

"Fwuttershy... Pwease..." sobbed a voice from the room ahead.

"Hush now, quiet now, it's time to go to bed," the pegasus sang, coming into the room. Laying in a large crib, struggling to stand but finding her legs too weak, was a white unicorn in a diaper, her long, purple mane done up in fillyish pigtails, a baby bib around her neck and a sky blue bow on her tail. Tears were in her eyes as she looked fearfully at the canary yellow pegasus.

"Rarity," Fluttershy said, smiling benevolently, "why are you still awake? It's past your nappy time."

"Fwuttershy... Pwease, wet me go..." Rarity begged. "I'm not a baby, I'm a gwown mare."

Fluttershy giggled. "Silly Rarity," she said. "Of course you're a baby. You're my baby."

Rarity whimpered. "But... But I don' wanna be a baby again!"

Fluttershy tsked. "Now Rarity, is that any way to act? I went all to the trouble of giving you my foalmula to help you, and..."

"How is turning me into a baby helping me?" Rarity cried.

A furious scowl crossed Fluttershy's face, and she whirled around and struck Rarity. The unicorn yelped, collapsing and sobbing as she lay against the side of her crib. "Do NOT talk back to your mother again!" she snarled.

Rarity whimpered, sobbing. "I'm sowwy... I'm sowwy I'm sowwy I'm sowwy..."

Fluttershy glared at her for a moment more before her eyes softened. "Oh... now look what you made me do," she said, reaching into the crib to hug Rarity. "Silly baby. You should know better than to talk back to mama."

Rarity shook her head, and opened her mouth to protest, when she felt herself fill her diaper. She began to cry again, tearful, childish sobs. Fluttershy sniffed, and chuckled.

"Ooh, silly Rarity," Fluttershy said, smiling. She opened the crib, and slowly, gently, changed the diaper of the sobbing Rarity, disposing of the soiled garment, cleaning her gently, and giving her a new one. Rarity waved her legs weakly, unable to get to her hooves. The foalmula already in her system had weakened her to the point of helplessness.

"Pwease, wet me go..." Rarity begged, tears flowing steadily down her face. "My famwy..."

Fluttershy giggled. "Oh, you. I'm your family now! They aren't necessary anymore, because you're my baby now!" she said as she closed up Rarity's crib, heading to a nearby fridge and pulling out a bottle of foalmula tainted milk. "And since they weren't needed any more, I got rid of them..."

Rarity stared at her, wide-eyed, her blood running cold. "Mama... Dada... Sweetie Belle... You..."

"All gone," Fluttershy said, drawing out the words in a sing-songy voice.

Rarity collapsed. Tears flowed steadily down her face as she stared into nothingness.

Fluttershy just smiled. The same loving, gentle smile she always wore. "There now," she said. "You see? There's no point in resisting anymore. All you did was worry worry worry, work work work. But isn't this so much nicer? Having a loving mother who will take care of your every need..." She opened the crib again, sitting upright and pulling Rarity's numb form into her lap. "Now drink your milk, little Rarity. And become my baby now and forever."

Fluttershy gently brought the bottle to the unicorn's lips, Rarity suckling almost unconsciously. The mind-numbing poison, Fluttershy's foalmula, seeped into her mind, slowly reducing her brain and bodily functions to those of an infant. Fluttershy gently stroked Rarity's mane, and began to sing.

"Hush now, quiet now,

it's time to lay your sleepy head.

Hush now, quiet now,

it's time to go to bed.

Drifting off to sleep,

the exciting day behind you.

Drifting off to sleep,

let the joy of dream land find you.

Hush now, quiet now,

it's time to lay your sleepy head.

Yes, hush now, quiet now,

it's time to go to bed."

Slowly, as the foalmula sunk fully into her body and mind, Rarity drifted off to sleep, letting out a soft, almost whispered, "Mama..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Reality..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Fluttershy!" Pyro said to the struggling, sobbing pegasus as she writhed about on her bed, "Fluttershy, please, wake up! It's just a dream!"

Angel Bunny hopped about, confused and frightened for his companion.

Pyro was frightened. She had no idea how to be helpful in this situation. She had no idea what to do to solve problems that didn't involve burning. Unable to think of anything else, she generated an airblast, the gust of wind startling Fluttershy awake.

She looked around frantically, tears in her eyes. She stared at Pyro and at Angel, both of whom were staring at her with concern... and began sobbing.

"It's okay!" Pyro said, hugging her tightly. "It was just a dream!"

Fluttershy shook her head, pulling out of Pyro's embrace. "I... I have to get to Rarity!" she sobbed, opening her window and leaping out of it, flying with speeds she only was able to put on in times of crisis.

Pyro and Angel watched her go. Pyro hesitated for a moment, and said, "I'm going to get Engineer. Angel, you go and get Barricade. She's staying at the Saddlesoap Hotel in town, room 149. Get her to Carousel Boutique."

Angel blinked, and shook his head. He wanted to go after Fluttershy.

Pyro glared at him. "GO!" she roared, an aura of flame bursting around her. Angel yelped and dashed off. Pyro shook her head, and started galloping towards Sweet Apple Acres.

She met Heavy and Engineer on the way there, concerned looks on their faces.

"Is little flutter pony all right?" Heavy rumbled, the concern audible in his voice. "I could feel something... something bad happening to her. In here," he said, touching his chest.

Engineer saw the look on Pyro's face. "She had her nightmare, didn't she?" he asked.

Pyro nodded. "She's going to Carousel Boutique. I sent her rabbit to fetch her mother," she said.

"Good thinking," Engineer said. "C'mon, let's go." Inwardly, Engineer was cursing himself for being right.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Carousel Boutique..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rarity was sleeping peacefully when a frantic knocking on her door startled her awake. Grumbling, she called out, "We're closed! Come back tomorrow!"

The knocking became even more insistent, verging on a pounding. Rarity grumbled, and got out of her bed, pulling a brush over and quickly styling her mane into something presentable. "If that isn't a rich, handsome prince come to sweep me off my hooves or Twilight telling me she needs me to help stop an apocalypse, I'm going to be VERY cross..." she muttered, yawning as she headed towards her front door.

When she opened it, however, what she found was a sobbing Fluttershy, who hugged her tightly. "You... You're okay, aren't you? You're still you?" she almost pleaded, carefully looking Rarity over.

"Fluttershy, darling, what do you mean?" Rarity said, smiling. "Of course I'm still me, I..." Her face fell as she realized what was wrong, and she hugged Fluttershy tightly. "Oh Fluttershy. You've had your nightmare, haven't you?"

Fluttershy tried to speak, but found herself unable to do more than sob into Rarity's shoulder. "Sssh, sssh, it's all right," Rarity said. "I'm fine now. Whatever you did to me in the dream, it wasn't you."

"But it WAS me," Fluttershy whispered, Rarity hugging her tightly.

A few minutes later, Barricade showed up, Heavy, Pyro, and Engineer coming soon after. Any questions Barricade may have had died in her throat the instant she saw her daughter crying. She was at her side immediately, gently taking her from Rarity, letting the younger pegasus sob into chest, Angel coming up to hug his companion.

"It's all right now... I won't let your bad dreams hurt you... Mama's here..." she said softly, Fluttershy unable to stop crying.

Rarity frowned, going over to Engineer and the others. "She's had her nightmare, hasn't she?" she asked.

Pyro nodded sadly. "She just... started crying..." she said, "I couldn't wake her up..."

"You did what you could," Engineer said, nuzzling her. He turned to Rarity, and said, "Ah don't suppose that she gave you details, did she?"

Rarity shook her head. "No, and I didn't press for them," she said, giving Fluttershy a sad look. "All I can tell is that whatever happened in the dream was happening to me."

Engineer nodded. He wouldn't ask for details either, not until Fluttershy was ready to give them.

Heavy just stared at Fluttershy, who was starting to calm down in her mother's embrace. An anger was building up inside him. Whomever did this to her, he vowed, was DEAD.

"It's okay now," Barricade said, gently rocking her daughter, who had gone from sobbing to sniffling. "Everything's going to be okay." Barricade kissed her daughter on the head, and began to sing. "Hush now, quiet now..."

"NO!" Fluttershy almost shrieked, startling everypony. "Not that song! Not ever again!" she pleaded, breaking down again and sobbing.

Rarity stared at her in shock. "...She loves that lullaby," she said softly.

Barricade hugged her daughter all the tighter, her own tears starting to rise. _I'll kill them. Whoever's behind this. I'll KILL THEM. __For hurting my precious little Flutters like this, I swear on everything I hold holy that they will SUFFER FOR THIS! _she thought.

_Laughter, Friendship, and Kindness... That's three now, _Engineer thought. _Damn it, this can't go on. We have to find a way to block the dreams from occurring. _He just had no idea HOW...

_**TO BE CONTINUED...**_


	11. Melody of Agony Part 1

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 11: Melody of Agony – Part 1**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one week after the events of the previous chapter. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Midtown..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Is GOOD DAY to try Sweet Apple Acres apples!" Heavy boomed from behind the stand. "Moist and delicious apples fresh from farm, plus many delicious treats! Apple pies, apple freeters, apple sauce cake, and many more!"

Scout snickered. "Apple 'freeters.' I love the way you pronounce things sometimes, Heavy," he said.

Heavy grunted. "Not my fault your language is hard to work with," he muttered. Now that he knew that there was a country in this world that spoke his language, thanks to his talks with Barricade, he wanted to talk in his native language more often. Such a shame she was a woman... ah well, focus what is instead of what might have been. "What does tiny baby Scout want?"

"Just passin' through," he said, gesturing to the mail-filled saddlebags he wore. "Derpy got me a job at the post office. That makes all of us with a job except Spy."

Heavy sold some apple fritters to the construction workers that were building their base. "Maybe Spy is thinking helping Zecora with potions is job?" he said, thanking the workers as they left.

"Pft, who knows what that spook is thinkin'?" Scout said. "Anyway, Trixie's ready to do her show tonight. You goin'?"

Heavy shook his head. "Never liked stage magic shows," he said. "Too much flash, little substance. If I go at all it will be to pick up book at library."

"Lemme guess," Scout teased, "Lookin' for the pony version of War and Peace?"

"Is BORING," Heavy muttered. "So many better authors other than Tolstoy..."

Scout chuckled. He hesitated a moment, and asked, "How's Fluttershy doin'? I ain't seen her around much this week."

Heavy sighed. "Little flutter pony is doing better. She stopped crying herself to sleep after fourth day, and was able to listen to that lullaby she likes again after fifth. Barricade calmed down just yesterday."

Scout shivered, having encountered Barricade while she was still in a rage. He did NOT want to be in the way of whomever hurt that big mama's daughter. "Anyway, I gotta route to complete, then I wanna pay Pinks a visit. You know where she is?"

"Last I am hearing she was being at Doctor Hooves's lab for experiment," Heavy rumbled.

"Coo'," Scout said. "I'll stop by later. Maybe we can discuss those wolves a howlin' we all heard last night."

"Is good thing, little apple pony says," Heavy said, an amused look on his face. "Is almost zap apple season, they say."

Scout blinked. "Zap apples?"

Big Macintosh came up behind Scout, startling him, and said, "Imagine, if you would, the very concept of the word 'delicious.' And then give that concept physical form, multiplying it by fifty. That is a zap apple."

"Wowzers," Scout said, impressed.

Big Macintosh smiled, chuckling. "There's some specific-like procedures that we gotta go through to get them ready, so if you see some weird behavior from Granny Smith, that's what it's all about."

Scout smirked. "Define 'weird.'"

Big Macintosh chuckled again, his smile becoming somewhat melancholy. "Ah hope y'all are around for then. You've done so much for Ponyville since y'all showed up, ah'd love to share that with you."

Scout waved his hoof dismissively. "We don't leave until the job is done," he said.

"Da," Heavy agreed. "Right now, we are just wanting to know if we CAN go back. We may not act like it, but we are professionals. We will not abandon you until contract is fulfilled and threat is eliminated."

Big Macintosh quirked an eyebrow. "Surprising to hear that. Not that I'm not grateful, but ah heard some of you have families back in your world."

Scout sighed, clearly uncomfortable. "...I don't like it, but they have the RED versions of us there, so our families won't be without some version of us and be worrying."

"Is small comfort," Heavy said, "But is all we have right now."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_2Fort..._

_A universe away..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

RED Engineer stared incredulously at the screen as an evil woman in purple glared back at him.

"Damn, Helen, you can't do this!" he said. "They're our FAMILIES!"

The Administrator sneered. "I don't care," she said. "Nobody is leaving, no letters will be sent out, and all vacations are suspended for now. The supply train will be guarded from now on so you won't be able to escape on it. These are the facts. NONE of them will change until SOMEONE finds out WHAT THE HELL HAPPENED TO THE BLU TEAM."

"We TOLD you what happened!" RED Spy snarled. "Zis bizarre... 'rainbow of darkness,' for lack of a better term, came down and consumed zem!"

"Yes, but where did the rainbow of darkness come from? Where did it take them? And above all else, WHO SENT IT?" the Administrator snarled. "I will not tolerate a power greater than my own being unknown to me! If you EVER want to see your families again, FIND OUT WHAT THE HELL IS GOING ON."

"You'll never get away with zis," RED Spy snarled.

The Administrator cackled. "Oh my, how heroically cliché. I've already set a speed record for getting the lawsuits your families filed against me thrown out of court when they tried to sue me to force me to let you go. If lawyers don't scare me, what makes you think nine brainless mercenaries can?"

"You forget, Helen," RED Spy said, his tone low and sinister, "I've broken into your facility before. What makes you think I won't do so again?"

"Because I'm equipping the guards on the supply train, as well as my guards here, with flamethrowers, and telling them to Spycheck EVERYTHING when I can't see you," the Administrator said, never losing her mocking sneer.

RED Spy scowled and cast a dirty look to RED Pyro, who was waiting outside the door with the others.

"Find out what happened, 'gentlemen,'" the Administrator said. "Otherwise, you can stay in that miserable fortress forever."

The screen went blank before either man could protest.

RED Engineer just stared blankly, his mind drifting to his daughter. RED Spy was fuming, growing angrier and angrier. He stormed out of the room to join the others.

"Well?" RED Demoman asked, sipping his scrumpy. "What's the bloody deal?"

"She's forcing us to stay put," RED Spy muttered, lighting a cigarette. "She's also putting guards on ze supply train and not letting any mail go out."

"Bloody hell," RED Sniper muttered. "Knowing her, she'll probably reroute our phones if we try to call out as well."

"Zat seems all too likely," RED Spy muttered. "She's doing all zis to try and force us to figure out what happened to ze BLUs."

"But we know what happened!" RED Scout protested. "That rainbow of darkness thingy ate them!"

RED Spy shook his head. "She wants to know what ze bloody thing is," he said.

"Bhht hhw cnn whh fnnd uut?" RED Pyro asked, her voice muffled through her ever-present breathing mask, looking worriedly in at RED Engineer, who was still staring at the screen. "Yuhh jhhst shhd shh's blhhckng hhll whhys hhf chhlng hht."

"Did ANYVUN understand vhat zhat dumkoff just said?" RED Medic muttered.

RED Soldier frowned. "...I have a way of calling Merasmus," he said after a moment, his expression characteristically uncertain.

RED Spy blinked. "I thought he kicked you out of the apartment you shared," he said.

"He still likes me enough to stay in contact," RED Soldier said, "he just doesn't want me messing with his stuff."

"Contact him," RED Engineer said, turning around to face the team. His goggles were off, his gaze intense. "Contact that old wizard and get him to help us. Ah'm not leaving Krista alone with my festering bitch of an ex-wife long enough for her to get the idea t'cut me off COMPLETELY. I don't care what it takes, ah want to know what the fuck happened to BLU!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Equestria..._

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Laughter. Expression of the joy of life. Friendship. The bond that unites all the Elements, so strong that it is said to be the Element of Magic itself. And now Kindness, mercy and gentleness towards those in need," Celestia said, an uncharacteristic scowl crossing her face. She turned to Harbinger, and said, "Is Fluttershy all right?"

Harbinger nodded. "She is recovering swiftly, my lady," he said, kneeling before her. "Barricade is a doting mother, and the one called Heavy Weapons Guy checks on her daily. In addition, the company of the madmare Pyro seems to be oddly comforting to her, although I cannot explain why."

"Suffering makes for strange bedfellows," Celestia said, shaking her head. "Laughter, Friendship, and Kindness. The very same elements I myself was bonded to when Luna and I did battle with Discord. This can't be a coincidence that they were attacked first."

Harbinger looked up. "You believe this to be a threat to the crown itself, not just the Elements?"

Celestia nodded. "I don't like to put myself on a pedestal, but I truly believe it is. I have managed to cultivate a great peace throughout not just Equestria, but the world. With Luna's return and Discord's attack almost a year later, it's possible that the kidnappings and the visions I've been having are an attempt to destabilize Equestria, to take advantage of the disorder that still remains."

Harbinger frowned. "Perhaps the Discord cultists are active once more, trying to revive their master?" he suggested.

"It's a possibility, and one I've considered. As it stands, for now I want the focus to be on protecting the Elements of Harmony," Celestia said. "Are methods being tried to keep the dreams from occurring?"

"When I left this morning," Harbinger said, "the one known as Engineer was attempting to create a dream-prevention device with someone named Doctor Hooves. As I recall from the reports, he had recently recovered from a transformation into a Nightamre."

Celestia smiled. "I know this Doctor Hooves. If he has chosen to become active again and aid BLU in their efforts, then we may have a greater chance of solving this mystery, perhaps even capturing the beast Slendermane."

Harbinger shivered. He didn't know why, but something about that name gave him chills. "If you say so, my lady," he said. He hesitated, and asked, "...Has the journal you have been reading yielded any pertinent information?"

"How do you know about the journal?" Celestia said, her tone suspicious.

Harbinger looked up at his princess, seeing an uncharacteristic uneasiness in her eyes. "My disciple, Phalanx, was the one who found it for you, yes? He keeps me informed."

Celestia just stared at Harbinger, before saying, "Yes... He is a dutiful little pony." She frowned, and said. "While no direct information has come to me, it has been giving me... moderate inspirations. As for Phalanx... I want him assigned to my personal guard immediately."

_No... _Harbinger thought worriedly. "My lady, while Phalanx would normally be a good choice, he has been somewhat insubordinate to his unit's superiors. I was going to assign him to guard duty in the Crystal Empire embassy, protecting Ambassador Cadance. A nice boring assignment to help him appreciate his place in Canterlot."

Celestia shook her head, her face showing no emotion. "...I would prefer if he were on my personal guard. Starting tomorrow."

Harbinger frowned. "My lady..."

"That wasn't a request," she almost snapped. Catching herself, she sighed, and said, "Harbinger... Please, just trust me. I have my reasons. And if my theory pans out, then we will have stopped a menace unlike anything Equestria has seen before."

_She believes that Phalanx may be Slendermane, _Harbinger realized with growing horror. "Yes... Perhaps that may be best," he conceded, realizing he'd be unable to dissuade her. _Oh, LaurFaustia forgive me, I almost pray Slendermane makes another move while Phalanx is in her presence. If nothing else, it might convince her that Phalanx is innocent of any wrongdoing. _

Celestia nodded. "Return to Ponyville at once, Harbinger. My original orders for you stand," she said. "I will make the arrangements with Phalanx's unit commander."

Harbinger bowed, and turned to leave, walking slower than normal as he contemplated what to do. Celestia watched him go, frowning as she debated what to do if she was right.

As Harbinger turned the corner, he suddenly was impaled through the neck by thin, black tentacles, a faceless, tall, white-coated monstrosity coming around the corner. Harbinger's blood splashed on the walls as more and more tentacles impaled him, Slendermane coming into the room, Celestia crying out in fear and flying over to save her Captain...

...But when she got there, she found Harbinger still alive, staring at her with worry, Phalanx in the hall with him.

She glared at Phalanx, her expression fierce. _You are connected to all this, _she thought. _I know it. I will not let you harm my little ponies. I will not let you harm my beloved student or her friends. I will not allow you to harm my SISTER!_

"M-My lady?" Phalanx asked, scooting back from her, fear evident on his face.

Celestia frowned. "...As of now you are on my personal guard. Report to the appropriate barracks at once to get your new armor," she said.

Phalanx gulped nervously. "Y-Yes, of course," he said. He gave Harbinger a frightened 'help me' expression, and ran off.

Harbinger, after he had left, turned to Celestia and said, "My lady, I really do not think that Phalanx has anything to do with this. Is it not possible that... this Slendermane creature detailed in the journal is giving you these visions?"

Celestia's expression became pained. "The thought... has occurred to me. But why him? Why are the visions only appearing when Phalanx is around? Why were the elements that I once wielded given the nightmares first? It cannot be a coincidence..."

Harbinger cringed. "...My lady," he started.

Celestia glared at him. "Do not question me, Harbinger," she said. "I know that you are protective of your troops, but you must accept the fact that he is quite possibly a threat to us all. He..." Celestia suddenly began coughing, violent hacking coughs that sent her to her knees.

Harbinger was at her side literally in an instant, bracing her with his strong shoulders. "My lady?! Shall I fetch the physicians?" he asked once the coughing fit had passed.

"I'm fine..." the sun princess said after a moment, wiping blood from her mouth. "Return to Ponyville. My previous orders still stand."

"But..." Harbinger started.

"Please..." Celestia said, giving him a pleading look. "Just go. Protect the Elements. Protect my precious student and her friends. Find a Masky and get whatever information out of them you can so that I can protect my sister."

Harbinger stared at her a long moment, his face visibly conflicted. After a long moment, he nodded. "As you wish, your Majesty," he said, helping her back to her throne despite her protests. Once he was certain she would be all right for the moment, he dashed off at top speed, the world becoming a blur around him as he ran back to Ponyville.

He met up with Barricade as she was heading into the Everfree Forest to talk with Zecora. Because of how fast he came up on her, he ended up startling the titanic pegasus.

"Don't do that!" she snapped.

"My apologies," Harbinger said, "but I felt it pertinent to get to you as soon as possible."

Barricade frowned. "The princess...?"

Harbinger sighed. "...Her sanity is slipping. I can tell. It's that damn journal, I know it. I have searched her quarters, but ever since we reported your daughter's nightmare, she has been hiding the Slendermane journal."

"Damn," Barricade said. "If she's hiding it, even if we got unicorns involved we wouldn't be able to find it. Are... Are you sure that she's being affected by it? Is there any way we can help her?"

"It's still very early yet, so there may be hope to help her recover. However..." Harbinger trailed off.

Barricade shivered. "...We may have to engage the Luna Contingency..." she said softly.

Harbinger nodded. "If the Princess becomes too unstable, we may have to oust her completely and put Princess Luna in her place ," he said. "Orders Celestia herself has given."

Barricade shook her head. "We can't leave Shining Armor out of the loop on this one. I know you think he's incredibly naïve, and you don't really trust the Crystal Empire ambassador, Princess Cadance, but we need to bring him in on this one. We will need his powerful magic, and he's proven his reliability time and time again. And I've talked with Cadance long enough that I feel she can be trusted. To say nothing of her emotional control magic's power..."

Harbinger scowled. "Hnh... Very well," he said. "But we have to do this with as much secrecy as possible. Maintain our duties for now, and do nothing to make her suspect we are plotting against her. I will keep watch on her. Hopefully, we won't have to do anything, but if this continues..."

"...we may have to betray our Princess to protect her," Barricade said softly.

Harbinger flinched, as if struck. "...There really is no other way of putting it, is there?" he said softly. "Betrayal... The word tastes beyond foul to me..."

Barricade sighed. "Such is life for we who command," she said. "Sometimes, we have to save those we care about from themselves."

Neither of them noticed Scout flying overhead to deliver mail to Zecora, nor did he notice the two of them. Humming to himself, he glided over the forest, bypassing the dangers in it completely, landing directly in the clearing that held Zecora's hut. He knocked on the door and let himself in, finding not just Zecora, but Spy, Rainbow Dash, and Sniper as well.

Zecora was pouring her medicine directly into Rainbow Dash's eyes, Spy helping by holding the rainbow-maned pegasus's head still. Rainbow Dash winced, but she wasn't in pain.

"Tingles," she said.

Zecora smiled. "If it tingles it's working, that much is sure. You'll get your sight back, this trial short to endure," she said.

Rainbow Dash sighed. "I know you said that when it comes back, it'll be all at once, but wish I had some other sign that this was working," she said. "I don't like feeling so... helpless."

Sniper quirked an eyebrow, his wings flick-flicking now and then. "You're not helpless, Dasher. You just don't know how to use what you have yet. We couldn't do this last time because there was too much thunder, but in a couple weeks, there's another rain shower scheduled. I've got a little exercise for you that might help you realize that you're not as helpless as you think."

Rainbow Dash sighed. "If you say so," she said.

Sniper smiled. "Don't worry, sheila. You'll see soon enough that you've got a lot more going for you than you realize," he said, not realizing just WHAT he said until too late.

Rainbow Dash glared at him. Zecora gave him an incredulous look, Spy and Scout giving him amused ones.

"'I'll see,' huh?" Rainbow Dash said, allowing herself a smirk.

"Er... Figuratively speaking of course," he said, his wings flick-flicking as he grinned nervously.

Rainbow Dash chuckled. "It's fine, I know you weren't teasing. C'mon, let's get something to eat."

Scout shook his head at the two of them as they left. "For all his accuracy with his guns, sometimes that mook misses the mark completely with his words," he said. "Still, he's been doin' good keepin' Dash from mopin' about.

Spy rolled his eyes. "Meh. He annoys me at times, but I have to admit zat he can be counted on when it matters. I'm somewhat surprised, zough."

Scout blinked. "How do you figure?" he asked.

Spy quirked an eyebrow. "Well," he said, "I would have figured zat you would have befriended Rainbow Dash first, instead of Pinkie Pie."

Scout scoffed. "No way. You talked to her? She's mouthy, pushy, obnoxious, she's got an ego bigger than Heavy's fat ass, and why are you smiling at me like that?"

Spy chuckled. "No reason," he said. "Do you have a particular reason for being here?"

"I gots mail for the Z-babe," he said, taking a package out of his saddlebags.

Zecora, who had been cleaning up while the others were talking, smiled. "Ah, the roots and herbs I ordered have come at last! With these, many cleansing magic spells I can cast!" she said, taking the package and putting it up on the table.

"Your new job is working out, I take it?" Spy asked.

"Yeah," Scout said, nodding. "Derps' got a surprisin' amount of pull at the post office, so she was able to work me into a job." He smirked. "That means you, Mister Fancypants, are the only one of us without a job."

Zecora smirked. "Before you continue your mocking and rude chants, I'd like to point out there's somepony named Fancypants."

Scout stared at her incredulously. "Seriously?"

Spy shook his head, grinning. "Boy, you have no idea how unusual by our standards some of ze names here are," he said.

Zecora chuckled. "As for you, Spy, perhaps this you could try. With your talents in stealth and transformation, perhaps you'd do well in private investigation?" she suggested.

Spy looked thoughtful. "A rather interesting suggestion, Zecora my dear," he said, smiling.

Zecora blushed, grinning. Scout rolled his eyes. "Anyway, that was my last delivery for the day," he said. "I'm gonna check in with with Derps and call it a day."

"You do zat," Spy said. "I intend to do some 'investigating,' with this lovely zebra." Zecora blushed brightly at this.

"Get a room, geez," Scout muttered.

"We have one," Spy said. "Get out of it." He smirked, and added. "Unless of course, you wish to see me demonstrate some of ze techniques zat kept your mozzer so happy when we were togezzer."

"Aaaand, I'm out," Scout said, zipping out the door.

Zecora blushed, smiling. "He is immature, but really very nice," she started. "But you should not kid about indulging your vice."

Spy grinned lasciviously at her. "Who said I was kidding?" he asked.

Zecora's jaw dropped, her cheeks turning bright red. Despite herself, she found her heart racing at the suggestion, and not with fear. "I... ah..." she stammered, smiling. For the first time in ages, she found she couldn't come up with a rhyme. "While I appreciate the thought... We have not known each other that long..."

Spy nodded, his manner becoming still charming, but less flirty. "As you wish. A gentleman always respects a lady's desires. But I must confess, I am truly fascinated by you. You are ze first interesting woman I have met in a long time."

Zecora couldn't stop herself from grinning. "Was Scout's mother not as interesting?" she asked. "Did she not have that nebulous attractive ring?"

Spy sighed. "Truthfully, I did not date her for zat long. I tease Scout because it amuses me," he said, "but I could tell zat she was on the rebound when she was with me, as she had just finalized ze divorce from her abusive husband. She had strength, and a marvelous will, but no real fire. She was more determined to just survive, instead of actually live."

Zecora stared at him, pawing at the ground nervously. "The will to live... is what you feel in me? A fire in my soul that you can see?" she asked softly.

Spy smiled, an almost sad smile. "...Zecora. Ze will to live, to truly live, is more important zan anything else. Of the many women I have dated, you are the first one zat has shown me zat you have ze fire in you to do so much with your life beyond mere surviving. I find myself regretting zat you are not a native of my world."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_In town..._

_Later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scout returned his mailbag and clocked out for the day, muttering to himself.

"Geez. Everyone fallin' in love with folks that ain't even from their own world, much less their species," he said. "Spy and Zecora, Sniper and Dash, Solly and Derps..." He glanced down, noticing Demoman talking and flirting with Berry Punch, the two of them sharing a bottle of scrumpy.

Scout gagged. "And now Demo and the booze chick," he said. "Now there's a match made in a distillery. Freakin' romance. Who needs it?"

He paused for a minute when he found himself thinking of Pinkie Pie the moment he mentioned romance. He shook his head, dismissing the thought. He headed over to Doctor Hooves's lab, where Twilight, the Doctor, Engineer, and Pyro were putting the finishing touches on a device that Pinkie was strapped into.

Pinkie waved cheerfully. "Hi Scout!"

Scout grinned. "Heya, Pinks. What's with the Frankenstein erector set?"

"If the bloody thing works," the Doctor said, "It'll be a dream suppressing machine." He scowled as he smacked a console, trying to get it to work, an unusual-looking tool in his mouth.

"For cryin' out loud, some of the junk in 2Fort works better," Engineer muttered from underneath the console he was working on. Twilight didn't have anything to say, grumbling as she worked on several calculations.

Pyro, meanwhile, just calmly sat off to one side, humming quietly. Scout stared at her, blinking.

"...So why are you here?" Scout asked after a long moment.

"I am the power source!" Pyro chirped happily. "I get to be helpful!"

Engineer, apparently finished with his rewiring work, came out from under the console. "Specifically, she's going to provide a surge of flames to power up the engine we've created," Engineer explained. "The heat from her magic fire will power the technological elements in the device, and allow it to work far better than it would with a conventional power source." He turned to Doctor Hooves and said, "I'm done on my end, you?"

Doctor Hooves nodded, and set down the odd tool. "I've finished recalibrating these circuits. They should work now."

Twilight nodded. "Okay, I know what I did wrong last time," she said. "With these new settings, and the repairs you've made, we should be able to get this prototype Dream Blocker to work out just fine."

Pinkie Pie frowned. "Are you sure this will work?" she said, looking at the device. Normally she didn't mind helping Twilight with her science-y stuff, but this was a little bigger than what she was used to. And she had been getting uncomfortable twinges she couldn't identify all day.

Engineer bit back a sudden urge to cackle and shout "I have no idea!" He had the odd feeling that Medic would take umbrage.

Twilight smiled, and said, "It should. If nothing else, I can guarantee that it won't hurt."

Pinkie Pie smiled, encouraged. "I know it won't, Twilight. I trust you," she said, giggling.

Twilight blushed a little. "Okay," she said, pressing a button and opening a large panel on the side of the machine. "We're just about ready." She turned to Pyro, and said, "Now, would you create a flame approximately 200 degrees Celsius in the power chamber, please?"

Pyro stared at her blankly.

"Enough to make friends with a full Heavy rush all at once," Engineer translated.

Pyro blinked, and grinned, nodding. "Okay!" She hopped over to the open panel, and concentrated, generating a massive wave of flame, spraying it into the machine. Devices whirred to life, collecting the flame and converting it to energy.

Doctor Hooves, Pinkie Pie, and Twilight stared at Engineer. He sighed. "There's a possibility that both us and the RED team are clones of missing or dead originals. We could use the Respawn device to make more of us. And sometimes, just for fun, one or both sides would send a full team consisting of just one of us. Nine Heavies, nine of me, nine of Scout..."

Scout chuckled. "Heh. Remember when RED tried a Spy rush and we sent out a Pyro rush to counter? Dat was hilarious," he said. "Probably the only time I wasn't creeped out by her."

Pinkie Pie grinned. "Wowzers! I wonder what it'd be like to have more of me wandering around? I'd bet we throw some great parties!" she said, giggling. Scout found himself grinning at that without understanding why.

Engineer gagged at the idea. Doctor Hooves cringed. "...Is it bad that I felt a chill like somepony walking over my grave just now?" the brown Earth pony asked.

Twilight shook her head. "You're not the only one," she muttered. She adored Pinkie, but the thought of more than one of her was terrifying.

After a few moments, the panel closed on its own, the device whirring to life completely. Pyro grinned. "Warm and toasty and ready to make marshmallows!" Pyro chirped.

Pinkie blinked. "You never said there'd be marshmallows, Twilight!" she said excitedly.

Scout nodded. "Dat sounds good, actually. Can I have mine in some hot chocolate?"

"...Now I actually want some marshmallows," Pyro said, giggling.

Doctor Hooves chuckled. Engineer and Twilight made identical groaning sounds. The lavender unicorn went over to the stairs. "Spike?" she said, calling out to her assistant.

"What's up, Twilight?" Spike called back. He would have normally been offended that Twilight chose Pyro over him to power the machine, but he always got nervous down in Twilight's lab and tried to avoid going down there if he could.

"Can you get three hot chocolates with marshmallows in them?" she asked.

Spike nodded. "Comin' right up!" he said.

Twilight sighed, smiling. "I don't know what I'd do without him sometimes,"

Doctor Hooves smiled sadly. "Pray you never have to find out," he said, reminded of the multitude of companions he has had and had lost over the years.

Twilight and the others noticed the Doctor's melancholy expression and decided not to press the issue. Twilight turned to Pinkie Pie, and said, "Now, to test it."

Pinkie Pie nodded. Then she blinked, realizing something. "Wait, if this is supposed to block dreams, then I have to be asleep, right? But I'm not sleepy at all! I mean, I had a nice long sleep last night, and I had a really nice dream about dancing cupcakes, and that dreamy Wonderbolt guy I met at your brother's wedding, and..."

"Pinkie Pie," Twilight said firmly, "do NOT go to sleep."

Everyone gave her a confused look. "Well, okay. But Twilight," Pinkie said, "I thought you want me to go to..."

Pinkie Pie fell asleep in an instant, curled up on the floor and making cute snoring noises. Twilight smirked.

Doctor Hooves grinned. "Interesting," he said.

Engineer stared. "How..."

"Remind me after this test to show you my thesis on cartoon physics. Part of it covers reverse psychology," Twilight smiled.

"That made no sense and I love it," Scout said.

Pyro just quirked her head to the side. She didn't understand what was going on, but she'd go along with whatever Engineer wanted.

Twilight sighed, and activated the machine. "Here we go..." she said. "Pinkie tells me she had dreams every time she goes to sleep. If we're lucky, this will allow us to regulate the mental and physical fluctuations that cause the dreams. After that, it should be a rather simple matter to scale the machine down."

The machine whirred to life, hmming softly. Pinkie Pie twitched once in her sleep, but did nothing otherwise. After a few minutes of nothing happening, Pinkie showing no signs of transitioning to REM sleep, the confidence of the scientists began to grow.

And then Pyro seemed startled by something.

"Oh! Why, hello Mister Balloonicorn!" she said, turning to something that only she could see. "What brings you here? I'm sorry we haven't talk today, but I've been busy helping Miss Twilight and Doctor Hooves with this experime..." She blinked. Twilight and Engineer traded worried looks.

"...Pinkie is where?" Pyro asked, confused. "...She's in PYROLAND?!" she shrieked, her voice becoming terrified. "Where... Where is she? Is Pinkie with... with her?"

"Who's her?" Doctor Hooves asked, confused. "And what's Pyroland?"

"I don't know, she's never told us, and I'll explain Pyroland later," Engineer said, keeping a worried eye on Pyro, who had a frightened expression on her face.

Twilight blinked, a chilling realization coming to her. "Wait... If Pinkie's in Pyroland... Then... then who's in Pinkie?"

Everyone turned to Pinkie Pie's sleeping form. Only instead of sleeping, she was smiling, a cold, cruel smile. Her colors had faded slightly, and her mane and tail were straight and flowing, her eyes narrowed.

The monitors on the device flickered, all of the images on them being replaced by Slendermane's symbol.

"Well, this can't be good," Doctor Hooves understated, something about the symbol filling him with tremendous fear.

"Hot chocolate and marshmallows coming up!" Spike said cheerfully, starting to open the door.

Twilight paled. "Spike, stay upstairs for a few minutes!" she shouted.

Spike blinked. "What? But why?"

"JUST DO IT!" Twilight shouted.

Spike groused. "Fine, fine... The chocolate will get cold, though..." he muttered, closing the door.

The not-Pinkie grinned wickedly. "Good advice," she said, her voice cold and cruel. "You never know what will happen."

"Who are you?" Engineer demanded.

"Get out of Pinkie so she can get out of Pyroland!" Pyro shrieked, terrified.

The not-Pinkie stood up, stretching and removing the devices attached to her. "Who am I? For simplicity's sake, just call me Pinkamena. I'm here as... a representative. As for Pinkie... Don't worry. We still need you nine relatively intact... For now. Mariko's psychosis was the safest place to put her while I'm borrowing her body. "

"YOU LEAVE HER OUT OF THIS!" Pyro shrieked fearfully, Engineer giving her a stunned look. "SHE'S SAFE! SHE HAS NOTHING TO DO WITH YOU!"

Pinkamena chuckled. "And then there's you BLUs. The Lost Soul of Fire, the Chattering Clown, and the Angel-Hearted Builder," she said. "We don't know how you came here, but I'd advise keeping out of this and getting back to your world as soon as possible. It will be... unpleasant for you if you stay."

Engineer scowled. "You're hurtin' innocents. And we have a contract to fulfill," he said. "We're not leavin' until your master is stopped."

"Many have tried," Pinkamena said. "All of them have died gibbering, mad wreckages, their souls shattered beyond repair. HE is eternal."

"Sometimes eternity can be the cruelest of fates," Doctor Hooves said coldly, "I've certainly consigned a few so-called 'eternals' to them."

Pinkamena smirked at him. "Valeyard," he said, the Doctor jolting as if struck, "You're a non-factor in this. Our master knows of you... knows the things you have done in all of your lives... and HE IS NOT AFRAID OF YOU."

_Well, so much for cashing in on my reputation, _Doctor Hooves thought, cursing his arrogance for expecting everything that knew about him to fear him.

Twilight glared at him, her horn flaring. "I don't know who you are or what you want," she said. "But we will defeat you." She deliberately made the glow from her horn bright, almost blinding. Scout took the hint and began slowly moving behind Pinkamena, using the light from Twilight's horn to hide himself. "We didn't back down from Discord, from Queen Chrysalis, from Nightmare Moon, and we triumphed against all of them. This will be no different."

Pinkamena smirked. "So you were able to save those children kidnapped in Canterlot?" she teased, Twilight flinching.

Pyro tried to charge, desperate to force Pinkamena to get Pinkie out of Pyroland, but Engie held her back. "Not yet..." he hissed.

"But," she started.

"NOT YET," he snarled.

Twilight hesitated, and said, "Everything you do to innocent ponies means we come down on you harder. We will win, Pinkamena."

Pinkamena seemed to consider this, and nodded. "True. You heroic types do have an... irritating tendency to come out on top when all odds are against you," she conceded. "But the question is: how much of you will be left intact if you do triumph? By the way, I CAN SEE YOU, CHATTERING CLOWN."

Scout froze, and came out of the shadows. "Well, so much for that. I prefer bonkin' assholes like you where you can see me."

Pinkamena smirked. "You'd fight your friend?"

"Ta free her of you?" Scout said, without an ounce of hesitation, "No problem. You forget, punk. Me, the fireball, and Engie over there? We's killers. We've ended lives without losin' a wink of sleep. We actually mean it when we say that we will do whatever it takes to stop you."

Pinkamena laughed, a bone-chilling chuckle that was so unlike Pinkie Pie's joyful giggle that it sent chills down their spines.

"All right, I can respect that," Pinkamena said. "It will do you no good, though."

Scout blinked. "Whattaya mean?" he said.

"The dreams cannot be stopped. Not by magic, not by science, not by anything. The melody of suffering has begun, and those most loyal will pay a hefty price for it," Pinkamena said. Her eyes rolled back into her head and she let out a blood-curdling scream, the dream blocking device shattering into a thousand pieces. She then fainted, her colors returning to normal and her hair poofing back to its normal frizziness.

Pinkamena was gone. Pinkie Pie had returned. She yawned, and slowly came awake, smiling. "Wow... Guess the dream thingie didn't work?"

The same thought passed through all their minds, even Pyro's fear addled one. _She doesn't need to know what happened. _"Nah," Scout said, smiling casually. "Guess it didn't. Whatcha dream about?"

Pinkie giggled. "It was a really fun place! There were lollipops growing out of the ground, and balloon animals everywhere, and giant snacks that rained from the sky... it was great!" She paused, and added, "There was this one little filly, though... She looked kinda like you, Pyro!"

Pyro forced herself to smile. "O-Oh?"

Pinkie Pie nodded. "Yeah. She looked exactly like you, in fact. Except she was really scared, and seemed so sad!" She giggled. "But I made friends with her, and sung her my 'Smile Smile Smile' song... Twilight, you remember that one, right?"

Twilight nodded, smiling. "That's one of my favorites," she said.

Pinkie Pie giggled. "Yeah, mine too! I sang her that song, and she seemed to perk up a lot! She still seemed kinda sad, though. I wanted to throw her a party, but I woke up before I could."

Pyro seemed visibly shaken. "I... I need to be alone right now..."

Engineer stepped towards her. "Pyro..."

"Engie, PLEASE..." she begged, giving him a pained, frightened look, tears in her eyes. He nodded slowly and backed off, letting her leave the room. Spike, curious, came down after she left.

"So..." he started, seeing the wreckage of the machine. "Didn't work?"

"Whaddaya think?" Scout muttered.

Spike shrugged. "Anyone still want this chocolate? It's not as hot, but it should still be good."

Pinkie giggled, and took hers. Scout fumbled with his for a moment, before Spike set it on a nearby table, having anticipated it and brought a straw for him. Twilight took Pyro's abandoned one, sipping with a thoughtful expression on her face.

"Anything else?" Spike added. "I got my chores done and wanted to go visit Rarity."

Twilight nodded. "Go ahead, Spike," she said. The little dragon grinned and ran off, leaving the scientists, the party pony, and the speedster by themselves.

There was an uncomfortable silence for a long moment, Pinkie Pie looking around worriedly, wondering what did actually happen while she was asleep. Scout finally said, "Okay, that's enough o' that. Pinks, you wanna go get a snack?"

Pinkie giggled. "Sure!" she said, bouncing up the stairs, Scout following.

The three scientists sighed, glad to see them leave so they could discuss things privately.

"'Valeyard?'" Engineer asked.

Doctor Hooves sighed. "An old, bad memory from a previous incarnation. As for what else she said... I... have something of a reputation amongst hostile-to-innocents alien races and demonic spirits. They're... somewhat terrified of me. If the creature is aware of me any everything I've done and is unafraid, though, then I may not be as much help as I originally thought."

Twilight sighed, her face holding a weary expression, sipping her chocolate. "Any help you could give us we'd be grateful for... I have a feeling this is going to get much worse before it gets better..."

And then the music started...

_Hush child, _

_ The darkness will rise from the deep_

_ And_

_ Carry you down in to sleep_

_ Child_

_ Darkness will rise from the deep_

_ And_

_ Carry you down in to sleep_

"What in blazes?" Engineer said, looking around for the source of the music, which seemed to fill the air in all directions.

Twilight's ears folded back in nervousness. "This doesn't seem like someone's musical number..."

Doctor Hooves frowned, looking around in confusion. And then he remembered something. "The melody of suffering..."

Engineer and Twilight looked at him in alarm. "This is an attack," Engineer said, realizing.

"Yes, but on who?" Doctor Hooves asked.

Twilight thought about what Pinkamena had said. "Those most loyal..." she said. Then she gasped. "We need to find Rainbow Dash!"

They ran upstairs, only to find Spike collapsed in the kitchen, shivering in fear. "Twilight?" he said, curled up in a terrified ball. "What... What's going on?"

"Spike... Spike what is it?" Twilight said, hugging her assistant close.

The young dragon curled into a ball, shivering fearfully. "The song... the SONG!" he whimpered. "Make it stop, Twilight!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scout shook his head. "Things is getting' weirder and weirder," he muttered.

Pinkie Pie bounced alongside him, worried. "I still wonder why that filly in Pyroland was so sad," she said. "She seemed so... scared, too."

Scout frowned. "...There's a lot we don't know about Pyro. I think there's a lot Engie doesn't know about her, and he knows her better than any of us."

Pinkie Pie pouted. "Well, that's just silly," she said. "She's your friend, right?"

Scout hesitated. "Honestly, Pinks, I don't know if any of us qualify as friends, except maybe Pyro and Engie," he said after a long moment. "We work together well enough in battle, but we're always yellin' and fussin' at each other. Sometimes I just wanna bonk all those losers and call it a day, too."

Pinkie Pie giggled. "Silly. That's normal for friends! Sometimes, even I get mad at my friends."

Scout blinked. "You? Mad?" he said, smirking. "Nah, I don't see it."

Pinkie Pie nodded insistently. "It's true!" she said. "I mean, Twilight's always so obsessed with work and fussing over the details, Rarity can be such a drama queen at times and is way too obsessed with being clean, Applejack needs to learn to relax more, Rainbow Dash can be a jerk sometimes, Fluttershy is..." She hesitated, pausing in mid-bounce. "Well, you've met her. I don't really like saying bad things about her, 'cause she's so nice." She continued bouncing. "And I told you about my little breakdown on my birthday..."

Scout smiled, but didn't say anything.

Pinkie Pie sighed. "And... And there was one time that Applejack ran off because she was ashamed of something and didn't want to tell us... She made a Pinkie Promise to tell us what was wrong, and then she ran off!" She groused. "You're not supposed to break a Pinkie Promise! That's just rude/"

Scout gave her a curious look as they walked. "What is a Pinkie Promise, anyway? You've mentioned it before."

Pinkie grinned. "It's the biggest, most importantest promise that you can make! An unbreakable vow of friendship and a guarantee that you will follow through!" she said, trying for a solemn tone and failing miserably. "To make one, you say, and this is very important so remember to look at this paragraph later, say 'Cross my heart and hope to fly, stick a cupcake in my eye.' And do this gesture, too," she explained, crossing her heart with her hooves and covering one closed eye with a hoof.

Scout chuckled, nodding. "I gotcha, Pinks," he said.

Pinkie grinned, blushing. For some reason that she couldn't figure out, she really liked it when he called her 'Pinks.' "Anyway," she finished, "What I'm getting at is that you nine couldn't work together as well as you do if you weren't friends. I mean, you do stuff together besides fighting, right?"

Scout stroked his chin thoughtfully as he floated alongside the bouncing Earth pony. "Hmmm... Yeah, I guess we do. Solly started goin' to gun shows with our team's Demoman after the Administrator turned he and RED Demoman against each other. Real shame about that, they used to be good buddies."

Pinkie gasped. "Wait, this Administrator lady, she turned friends against each other?!"

Scout rolled his eyes. "Oh yeah. She's a real winner, that one," he said. "She takes 'evil bitch' as a compliment, has openly declared she hates us all, and despises friendships of any kind. It's a wonder her assistant Miss Pauling has stayed with her as long as she had."

Pinkie shook her head, shocked. "She sounds like a big ol' stinky meanie of a meanie-pants," she said. "I don't like her one bit. I don't think I'd ever throw a party for her, and I threw a party for that meanie Gilda after she scared Fluttershy."

_ A universe away, the Administrator felt like someone had just payed her a sublime compliment. She treated herself to one of her finer cigars as a reward. _

Scout chuckled. "Good. Don't waste your party supplies on someone like that, ever," he said. "Instead, throw a party for ME! 'Cause I'm awesome."

Pinkie Pie giggled. "Well, you never know. I just may do that," she said, winking at Scout, who blushed.

At which point she tripped in midair.

Scout flew over to check on her. "What happened? You okay?"

Pinkie Pie winced, staring at her knee in fright. "Pinchy knee..." she said softly.

Scout blinked, his eyes widening. The last time Pinkie Pie had a pinchy knee, everypony in town was turned into zombies.

And then they noticed the music.

_Loyalty_

_ Loyalty_

_ Loyalty_

_ Only to me_

_ Loyalty_

_ Loyalty_

_ Loyalty_

_ Only to me_

"What is this!?" said a frightened voice.

Pinkie and Scout turned, only to see Rainbow Dash and Sniper looking around fearfully, absolute terror in their eyes as they looked around frantically.

"Hey yo, Snipes," Scout called out. "What's up?"

"The song," Sniper said, his voice tense, his wings flick-flicking nervously. "Can't you hear it? This bloody SONG!"

Scout stared, worried. Sniper had NEVER sounded this frightened before in his life. Even the Horseless Headless Horsemann and Monoculus didn't phase him this much.

"Make it stop," Rainbow Dash pleaded, cursing her lack of vision. Her heart was pounding in her chest as she looked around frantically for the source of the music, which was coming from all directions.

"I don't like it," Sniper hissed. "I DON'T BLOODY LIKE IT!"

Pinkie Pie went over to Rainbow Dash, hugging her tightly. "It's just music, Rainbow Dash," she said, "It can't hurt you!"

Rainbow Dash whimpered. "It isn't just music..." she said. "Please, Pinkie, make it go away!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Bon Bon's Confectionery Delights..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Guileless son_

_ I'll shape your belief_

_ And you'll always know_

_ That your father's a thief_

_ And you won't understand_

_ Because of your grief_

_ But you'll always follow_

_ The voices beneath_

"Bon Bon," Lyra said, shivering in terror, "Bon Bon, what's going on?!" Tears were in her eyes as she cuddled up close to her marefriend, looking around frantically.

The cream-colored Earth pony didn't understand why Lyra was so afraid. She just knew that the love of her life was scared. And to her endless frustration, she had no idea how to comfort her.

"It'll be okay, Lyra," she said. "It's just music, you know? Like what you make on your lyre?" She smiled weakly.

Lyra shook her head. "It's different..." she whispered. "It's different! MAKE IT GO IT AWAY!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Midtown..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_ Loyalty_

_ Loyalty_

_ Loyalty_

_ Only to me_

_ Loyalty _

_ Loyalty_

_ Loyalty_

_ Only to me_

"Blasted music," Harbinger said, looking around frantically. "Where in Tartarus is it coming from?"

Barricade stared at her co-Captain worriedly. The moment the music started, he had grown increasingly agitated. "Calm down," he said. "We'll get to Twilight. We can get her to pinpoint the source of this with a locator spell."

"We need to silence this," Harbinger said, his head darting back and forth, breathing heavily. "We need to silence this damnable melody quickly..."

Barricade's eyes narrowed. _He's not just agitated... He's afraid... But how can that be? How could a mere song terrify the Swift Lightning? _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

_Fancypants Estate..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_ Guileless son _

_ Your spirit will hate her_

_ The flower that married_

_ My brother the traitor _

_ And you will expose_

_ His puppet behavior_

_ For you are the proof_

_ Of how he betrayed _

_ Her loyalty_

Fancypants frowned as the song permeated the air. The business-stallion stroked his chin thoughtfully, trying to determine where the source of the song was. The problem was, it seemed to come from everywhere at once. And he didn't know any magic to try and pinpoint it.

"All the magical schooling money can buy," he muttered, "and they never teach me a locator spell."

"Fancy?" whimpered a voice from behind him.

Fancypants turned, smiling at the sound of his wife's voice... and gasped.

Fleur was sobbing, looking around fearfully. "Where... Where is the music coming from, Fancy?" she whimpered. "Where is it coming from?"

Fancypants hugged her tightly. "I don't know," he said. "But whatever it is, I swear that I will protect you from it."

_Strong words... _he thought. _But I don't even know where to begin..._ All he could do was hold her and try to comfort her.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Rich Estate..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_ Loyalty_

_ Loyalty_

_ Loyalty_

_ Only to me_

_ Loyalty _

_ Loyalty_

_ Loyalty_

_ Only to me_

"Hnh..." Diamond Tiara said, staring up at the sky as the music filled it. "Catchy tune."

Filthy Rich frowned. "It doesn't seem like anyone's musical number, though... Far too grim..."

Diamond Tiara rolled her eyes. "Oh, who knows what the common ponies do sometimes?" she said, waving dismissively. "For all we know, Celestia's pet hornhead cast a music spell that went wrong."

Filthy Rich glared at her. "Mind your tone," he said. "You know I don't like that way of thinking, Diamond. And besides, Twilight and her friends have done a great deal for Ponyville, as well as Equestria as a whole."

Diamond sighed. "I know, I know..." she muttered. "Sorry, Daddy." Even she had to acknowledge Twilight's heroics.

That didn't mean she had to LIKE her.

She sighed, and turned to talk to Silver Spoon. To her surprise, her best friend had vanished. "Silver?" Diamond called out, annoyed, "Where are you?"

She heard a whimpering nearby, and followed the sound, finding Silver hiding underneath a flower bush.

"Hey," Diamond said. "What in Equestria are you doing under there?"

"Don't you hear it?" Silver Spoon said, the young filly crying in fright. "Can't you hear what that song IS?!"

Diamond blinked. "Hey... Hey, it's gonna be okay!" she said, crawling underneath the bush to comfort her longtime friend.

"No it's won't!" Silver Spoon whimpered. "Not until the song goes away!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot Castle..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_ Hush child_

_ The darkness will rise from the deep_

_ And_

_ Carry you down in to sleep_

_ Child_

_ Darkness will rise from the deep_

_ And_

_ Carry you down in to sleep_

Celestia stared into the sky worriedly. First the visions, and now this song? She tried to locate the source, her horn glowing softly as she focused her magic, casting out her senses across the world.

But there was nothing. As far as she could tell, the magic was coming from everywhere and nowhere.

She scowled. "As if I didn't have enough problems," she said, coughing.

"T-Tia?" said Luna. Celestia turned, and gasped.

Luna stood there, the normally majestic alicorn shivering in fright, tears flowing down her face, her wings curled around herself protectively. "Please... T-Tia... Make the song stop! Make the song stop!"

Celestia hugged her sobbing sister tightly. She looked around, starting to cast her locator spell again...

...when she saw Slendermane standing on a nearby parapet. The creature had no face, and showed no emotion, but to the sun princess's addled mind, Slendermane was smiling at her.

A cold fury overtook her, and she fired a powerful magical blast at the parapet. The parapet crumbled, Slendermane vanishing as if he wasn't even there.

"Damn you!" Celestia snarled as she cradled her whimpering, terrified sister. "I won't let you! Whatever it takes, I swear on all I hold holy that I won't let you hurt my sister any more!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_All across Equestria..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_ Loyalty_

_ Loyalty_

_ Loyalty_

_ Only to me_

_ Loyalty _

_ Loyalty_

_ Loyalty_

_ Only to me_

In Sweet Apple Acres, Applejack found Winona curled up and whimpering under her bed, terrified of the music.

Across town in Ponyville, Pipsqueak's parents hugged their son tightly as he shivered in fear from the sound permeating the air.

At their shop, Daisy and Rose did their best to calm down Lily, who was screaming and sobbing in fear from the music.

In her office, Mayor Mare clutched her lead pipe tightly, looking around frantically, tears streaming down her face as she tried to find the source of the music.

In Griffhala on the borders of Equestria, Gilda could only watch helplessly as her father flew about wildly, screaming, crying, and begging the music to stop.

In Manehatten, Mitta watched helplessly as ponies suffered, cowering from the song as family and friends did what they could to comfort their loved ones.

In Cloudsdale, Spitfire did what she could to comfort Soarin' and Fleetfoot, who were left nearly catatonic with fright because of the music.

In his prison, Discord laughed in delight at the growing chaos, singing along with the music.

And in a hidden place, Masky Pegasus was pleased at how his plan was proceeding.

_**TO BE CONTINUED...**_


	12. Melody of Agony Part 2

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 12: Melody of Agony – Part 2**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts four hours after the events of the previous chapter. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Books and Branches Library..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The song ended, but those afflicted still were unable to be calmed down fully. Spike wouldn't leave Twilight's side as she tried spell after spell to try and locate the source of the music, to no avail. To her dismay, her hastily written letter to Princess Celestia had yielded no results, as she had been unable to locate the source of the spell either.

"This is beyond frustrating," Rarity said, staring worriedly at Spike, the young dragon shivering fearfully. "If even the princess cannot locate the source of the music..."

Twilight shook her head. "There has to be a way to find the source" she said. "Something I or everypony else that's tried has missed."

Zecora simply stood off to one side, looking thoughtful. "...A way of helping, I think I can, create with only the slightest plan," she said.

Everyone stared at her. "Can you cure it?" Applejack said, frantic with worry. Both Winona and Apple Bloom had both been affected by the song, leaving them barely able to function.

"Can I cure it? No, I cannot. But perhaps the pain I can slow to a trot..." Zecora said, shaking her head.

Applejack looked doubtful.

"My knowledge is real, my purpose is just," Zecora insisted, "All I ask from you is trust..."

Applejack frowned, looking over towards Sweet Apple Acres, where she had left Big Macintosh to take care of her ailing sister and family pet. She sighed. "All right..." she said. "Ah trust you, Zecora."

"I promise I will not let you down," Zecora said, smiling, "I will do what I can to reverse your frown."

"Spah, go with her," Engineer said, having walked in just as Zecora made her offer. Spy appeared out of the shadows, startling the gathered ponies save for Engineer. "You've been in Everfree more than any of us, so you're th'best qualified to watch her back."

"Understood," he said, smiling and gesturing grandly to Zecora. "Shall me, my dear?"

Zecora nodded, too distracted by her worry for her friends to notice Spy's attempts at flirting. Unoffended and understanding perfectly, Spy followed her out, taking to the air.

"How's Sniper doing, Engineer?" Rarity asked.

"If it's anything like me," Rainbow Dash muttered from the couch she was laying on, "Then it's not very good..." She laughed, the laughter turning into a sob. "Oh Celestia... That song..."

Spike shivered. "Don't talk about it, please..." he whimpered, clutching to Twilight.

"I never want to hear it again," Rainbow Dash whimpered. Fluttershy gently stroked her head, holding Rainbow Dash in her lap, humming softly. She couldn't bring herself to sing her usual lullaby yet, though...

Engineer shook his head. "He's walkin' again, and that's about it," he said. "Still majorly shook up. And judging from everypony's looks in here, y'all ain't found any results either."

Twilight shook her head. "No... The most I've been able to discover is that everypony that's affected is known for their loyalty in some way, possibly to the point of having a connection to the Element itself... Rainbow Dash for obvious reaosns, Harbinger, Lyra, Mrs. Cake, Spike..." She paused, closing her eyes, trying to force herself not to cry at her inability to help her trusted assistant. She took a deep breath and calmed herself, saying, "Right now, our best option is trying to find the one responsible for everything, whomever the new Nightmare is, and try to restore them."

"Do we even know if it is a Nightmare?" Applejack said, frustrated and pacing.

Engineer grimaced. "Considering the theme of the past few weeks..."

Applejack sighed, going to sit down near Rainbow Dash. Engineer frowned. "Ah'm gonna go check on Doctor Hooves," he said. "He's working on his own answer to this."

There were vague nods and affirmative sounds from the gathering of mares, trotting outside. To his surprise, he found Sniper staggering towards the library, a worried Demoman following him.

"Sniper, you need to rest," Engineer said.

Sniper shook his head. "Gotta check on Dasher," he said, his eyes darting back and forth. "Promised to stay with her."

"Ye cannae help her if you're downed," Demoman said. "And yuir on the bloody verge anyway."

Sniper shook his head. "Promised I'd look after her," he said. "I don't back down on a promise."

Engineer just sighed. "Just... take care of yourself," he said.

Sniper nodded. He shivered. "Take care of that bloody song soon, mates..." he said, shivering. "I don't know if I can take it any more..."

Demoman and Engineer traded worried looks. Sniper just shuddered, and staggered over to the library, Demoman following him. Engineer scowled, wishing he could figure out something he could due to help. But, and he hated to admit this to himself, this was far out of his league.

He wished he knew why they had been called here. Maybe if they had a clue...

"You okay?" said a voice, startling Engineer.

He quickly recovered himself and turned, noticing Carrot Cake standing near hum. "Yeah, yeah, ah'm fine. How's Mrs. Cake doing?"

Carrot smiled weakly. "She's doing better. Sort of... She's not hurting as badly anymore..." he said.

Engineer nodded. "Our others are doing better as well," he said. "We're still nowhere on finding an answer for all this, though..."

Carrot nodded. He hesitated, looking away. Engineer gave him a curious look. "Anything wrong?"

Carrot shook his head. "It's just... for a while, after the kids were born... Because neither of them were Earth ponies, I thought..." He cringed, unable to finish the thought. 

Engineer nodded, understanding. "You thought she was unfaithful..." he said softly.

Carrot nodded. "I... I put it out of my head, not wanting to believe it... And then this happens, and I overhear Pinkie Pie and that Scout person saying that this happening to ponies known for being loyal... and I..." Tears began flowing down his face. "The first... the first thing I felt... was relief! Relief that she had been faithful!" He broke down, sobbing. "Oh Celestia help me, what kind of husband am I?"

Engineer put a hoof on his shoulder. "Pardner, you're one of the best kinds of husband. You doubted, but you stayed by her no matter what."

Carrot Cake shook his head. "It's just..."

Engineer stopped him. "You're a better man than you think you are, Carrot Cake. Y'all have a good woman, far better than mah own wife.""

Carrot Cake stared at him, confused. "What do you mean?"

Engineer sighed. "Mah wife, Irene... She married me because of mah smarts, and the money she thought ah could make off of them, nothing more. When ah showed no real ambition, no desire to sell mah designs to the military for a profit... She left me. Took my daughter, Krista, and slept around with the right judges so that ah lost all custody of her."

Carrot Cake gasped. "By Celestia's horn..."

Engineer smiled weakly. "Cup Cake... She's a good woman. You treasure her, protect her. And protect those two foals of yours."

Carrot Cake smiled. "If... If you ever want to get together sometime, have coffee..."

Engineer smiled. "Ah'd like that," he said. Carrot Cake patted him on the shoulder, he and Engineer going their separate ways. As he turned to leave, though, something began speaking to him.

_Find the lady of nightmares... _whispered a voice in his head. Engineer looked around frantically, trying to find the source of of the voice.

_Dark Element of Generosity..._whispered the voice. _Once all nine gateways are open, shall the lady of nightmares rise. _

"_Who are you!?_"Engineer demanded.

_I am the Dark Side of Harmony... _said the voice. _I am the reason you are here..._

Engineer's blood ran cold. His mind suddenly flashed to the day he and the others were brought here. A wave of darkness had engulfed them, submerging them in cold and shadows. But now he saw it, a swirl of seven dark colors lancing down, engulfing them all and drawing them into the air.

"A rainbow of darkness..." Engineer said softly. "THE rainbow of darkness..."

_The lady of nightmares must awaken... The nine gateways must be open... For if night does not fall, then the twisted sun shall rise..._

"What do you mean?" Engineer said. "Ah don't understand!"

_The Valeyard must not become involved. He shall only make things worse..._

Engineer blinked. "Valeyard... the Doctor?" he said, remembering what the Pinkamena thing had said. "How? What are you talking about?"

_The melody must be silenced, so that the gates will be opened... When she who lives anew is found, the key to silencing the music shall be unveiled... _

Engineer blinked, confused for a moment. "'She who lives again...'" he said softly, stroking his chin thoughtfully. His eyes then widened beneath his goggles. "MITTA..."

He quickly ran back to Twilight, Demoman and Sniper looking at him in confusion. "Twilight... I have an idea. Try and locate where Mitta is right now," Engineer said.

Twilight blinked. "She's in Manehattan. She wrote us from there a week ago, remember?"

Engineer shook his head. "Ah know this sounds crazy, but ah think she's the way we'll find out about what's going on!"

Twilight frowned, and pulled out a map. She concentrated, a glowing magical marker emerging from her horn and landing on the spot where Mitta was at the time.

Engineer tapped the spot assuredly. "...That's it. We need to find a way to contact her somehow." 

Twilight shook her head. "I'm not going to have Spike send a letter out like this," she said firmly.

Engineer looked thoughtful. "We need to get to her somehow," he said.

The other ponies save for Rainbow Dash traded concerned looks. "Why do you need Mitta?" Fluttershy asked in her soft, gentle voice.

"You onto something, Truckie?" Sniper asked, standing shakily near Rainbow Dash's couch.

Engineer shook his head. "Ah... Ah know this sounds nuts, but ah just got contacted by... by SOMETHING... Something that said it was the force that brought us here, called itself the Dark Side of Harmony... Said that 'she who lives again' would be the key to stopping this... It made me have a flashback to when we was taken, and ah saw what it that took us... it was a rainbow of darkness..."

Sniper shook his head. "...A rainbow... of darkness?" he said, trying to remember.

Twilight looked thoughtful for a moment, and then began searching through her books. Trixie snorted. "Why does it not surprise Trixie that you'd know about some obscure magical reference?"

"Well, she is the premier nerd in Ponyville..." Rainbow Dash managed to joke, chuckling weakly. Fluttershy, Applejack, Rarity, and Pinkie Pie traded relieved looks, glad that Rainbow Dash was feeling well enough to tease.

Twilight pulled out a tome buried at the top of a top shelf and began flipping through it, pausing when she came to the right entry.

"The Rainbow of Darkness," she read. "The Dark Side of Harmony. In all things, there is both good and evil. Light and Darkness. Order and Chaos. Life and Death. One cannot exist without the other, so to is it with the Rainbow of Light and Rainbow of Darkness. The Rainbow of Darkness is the manifestation of this dark side,

"Wait a minute," Applejack said, "Discord threw around chaos like it was gravel. He didn't want nothin' to do with harmony."

Trixie quirked an eyebrow. "Discord was a spirit of DISharmony. Order or Chaos taken to extremes disrupts Harmony completely. Discord, as we all well know, decided to play with Chaos," she said. "And honestly, Trixie does not envy the fact that you faced him down personally."

Rarity poked her, smirking. "Keep in mind, oh great and powerful one," she teased, "that you're an Element of Harmony yourself."

"Yeah," Pinkie Pie chimed in. "And who knows? You may have to face down something just as bad."

A dismayed look came to Trixie's face.

Twilight, ignoring them, continued. "The Rainbow of Darkness once existed in perfect harmony with the Rainbow of Light. But the greater demon Tirek seized control of it a hundred years before the dark reign of Discord. Its power was corrupted, and thought lost for ages. Researchers believe, however, that the Rainbow of Darkness may have simply retreated somehow, gone into dormancy to purge itself of the corruption Tirek inflicted on it."

Demoman frowned. "...So this rainbow thing is whut grabbed us?" he asked.

Engineer shook his head, pacing back and forth. "Ah... Ah don't know. Ah just know what I saw."

Twilight closed the book. "Engineer, this is important. What else did the voice that contacted you say?"

Before he could say anything, however, the song began again.

And it was louder.

_Hush child,_

_ The darkness will rise from the deep_

_ And_

_ Carry you down in to sleep_

_ Child_

_ Darkness will rise from the deep_

_ And_

_ Carry you down in to sleep_

Spike, Rainbow Dash, and Sniper suddenly collapsed, their faces frozen in silent, agonized screams

"No..." Pinkie said softly, everypony rushing to the side of their comrades. The expressions frozen on their faces was horrifying, a mask of sheer, unadulterated pain.

And as they watched, blood began to run from their eyes.

"Damn it, damn it, DAMN IT!" Engineer said. "Everypony, help me get them to the hospital!"

Twilight hastily crafted gurneys using spare materials from her storage room, including broomsticks and blankets. With Rarity and Engineer's help in levitation, they carried them out and started running for the hospital, encountering others along the way, including Barricade with a limp Harbinger draped over her back.

"Everyone went down at once," she said, worried.

"Ah... Ah gotta check on my sister," Applejack said, running off for Sweet Apple Acres. Her heart was pounding, whether from fear or growing anger, she couldn't tell. But she knew that she hated feeling this helpless. She wanted to become AppleDemo again, and shove grenades down the throat of whomever was responsible for this.

_Kablooie, _she thought, her voice in her head holding Demoman's accent. It was... strangely satisfying.

They met Medic and Heavy outside, coordinating patients being brought in.

"Dummkopf," Medic muttered, glaring at Sniper's prone form. "Bring zhem inside," he said. "Ve are administering painkillers as best ve can, but I do not zink zhey are having un affect..."

Engineer nodded, he, Rarity, and Twilight bringing them inside, setting them up on the beds that were being hastily set up by the nurses.

"This is madness," Trixie said softly, glaring up at the sky. "How do we fight something if we can't even tell where it is coming from?"

"I don't know..." Engineer said, looking over the near sea of downed ponies and animals. Derpy was crying over her eldest daughter, Sparkler. Diamond Tiara was standing near Silver Spoon's prone form, a disturbed expression on her face. Applejack and Big Macintosh came in next, carting Apple Bloom and Winona, the other Cutie Mark Crusaders following behind them. Soldier and Pyro, just arrived, were helping bring in others. "I just don't god damned KNOW!"

Demoman had a thoughtful look on his face. "...Medic, lad, why not try yuir heealing beam on them? It's certainly kept us from hurtin' when facin' down a chargin' RED Heavy."

Medic scowled. "Ze circumstances are entirely different, Demoman. Zis magically-induced pain transferred through a spell," he said. He turned to Sniper, a thoughtful expression on his face. "But it is vorth a shot..."

He motioned for everypony to stand back. He concentrated, a gentle blue swirl of magic forming around his horn, energy bubbles in the shape of blue crosses coming from the aura. The aura snaked out, attaching itself to Sniper...

...and Medic let out a bloodcurdling scream of pain, collapsing, an expression of sure suffering on his face similar to all of the victimized ponies.

"DOCTOR!" Heavy bellowed, picking up the prone physician. Medic came alive with a start, pushing away Heavy, staggering back, running his hooves over his body frantically and babbling incoherently.

"Doctor," Heavy rumbled, "What happened?"

"Mein Gott, ze PAIN..." Medic said. "Such terrible pain..." He laughed madly. "Oh, if only I could learn how to inflict zat myself, I vould be SUCH a happy sadist!" he cackled, the laughter dissolving into sobs as he collapsed in Heavy's forelimbs.

"Doc, what's going on?" Engineer demanded.

Medic shivered. "Ze pain... It is unlike anyzing I have ever encountered before... Und it is getting vorse..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_2Fort..._

_Human universe..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Nine mercenaries clad in red stood around a single spot, just outside the entrance to the BLU intelligence room.

"...This is where they vanished?" RED Engineer said thoughtfully.

RED Spy nodded. "Heavy, Medic, Scout, Pyro, Demoman and I saw it happen. Ze rainbow of darkness, it came out of nowhere, and engulfed ze entire BLU team, carrying them away."

RED Engineer stared at the spot, which still bore a strange series of grooves in the ground, as if carved by a blade. He studied it for a few moments, and sighed.

"Ah guess we'll have to wait until Merasmus gets in contact with us," he said. "Ah don't know a danged thing about magic."

RED Demoman shook his head, idly sipping from his Scrumpy bottle. "Ah wish aye could help, but me expertise is more in magical creatures than magic itself."

RED Spy shook his head, flicking open his cigarette case to light a new cigarette, when he noticed that RED Sniper seemed uncomfortable. "...Are you all right?"

RED Sniper shook his head, trying to clear it. "Did... Did they leave a radio on or something?"

The other REDs looked around in confusion, none of them hearing anything except the whirring of power sources. "No..." RED Spy said. "Why?"

RED Sniper looked alarmed. "You mean... You mean you can't hear it?" he said. "It's getting LOUDER!"

RED Medic frowned. RED Sniper was breathing heavily, clutching his chest, and looked utterly terrified for some reason. "Engie..." he said. "I zink ve should be leaving..."

RED Engineer frowned, looking at RED Sniper. The man's normally steady hands were shaking. "Ah think you're right, pardner..."

RED Sniper shook his head. "It is. It's getting louder... I... I have to..." he stammered. He then made a frantic grab for one of the grenades on RED Soldier's bandolier, pulling the pin before anyone could stop him. RED quickly clamped a massive hand down over RED Sniper's hand, RED Soldier and RED Pyro holding him down and keeping him from releasing the trigger, while RED Scout quickly recovered the pin, tossing it to RED Demoman, who quickly inserted the pin back in the grenade, wrenching it out of the squirming Australian's grasp.

"I HAVE TO DESTROY IT!" RED Sniper almost shrieked, tears streaming down his face. "I HAVE TO MAKE THE MUSIC STOP!"

"Get him OUT OF HERE, you fools!" RED Medic said.

RED Heavy nodded, he, RED Pyro, and RED Soldier dragging RED Sniper out of the abandoned BLU base, the others following behind.

The further RED Sniper was dragged away, the more he seemed to relax. Once they were across the bridge back into their own base, RED Sniper held up his hands.

"I... I'm fine now... I can't hear the music anymore... Oh God..." he said. RED Heavy looked to RED Medic, who nodded after a moment. He let go of RED Sniper, the Australian marksman collapsing onto the floor.

RED Engineer's face twisted into a snarl. He grabbed RED Soldier by the lapels of his uniform and growled, "Contact. Merasmus. NOW. No more wasting time."

RED Soldier would have normally protested the smaller man's ordering him around. But he saw the look in his teammate's eyes through his goggles, saw the fear and anger, and nodded, heading to his room to get what he needed to contact his wizard friend.

RED Engineer removed his goggles and rubbed his eyes in frustration. This couldn't be solved soon enough...

And from the shadows of the BLU base, a robotic figure watched all of this curiously under a cloak of invisibility, its cold, mechanical eyes reporting everything it saw back to the gray man it served...

_ Loyalty_

_ Loyalty_

_ Loyalty _

_ Only to me..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Everfree Forest..._

_Pony universe..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Zecora ran through the forest, the sound of the song echoing in her ears. "Come, Spy, do not dally! Each moment we waste adds to evil's tally!"

Spy did his best to keep up with her, but she was moving too fast through the brambles and bushes, dodging them as if they weren't even there, while Spy was forced to take to the air just to keep up with her. "Are we even on the right path?!" he snapped.

"Time is short, we cannot roam," the zebra said, "This is a shortcut to my home!"

Spy shook his head. _Shortcut my feathers, _Spy thought, cursing inwardly. Zecora was getting rapidly ahead of him, and he couldn't keep up. In frustration, he flew out above the canopy... and cursed angrily.

He had lost her completely.

Zecora came upon her hutch in short order. She looked back for Spy, and found that she had outstripped him completely. She shook her head, sighing. _I need to teach him how to get through this forest. Or at the very least, move closer to town, now that I no longer have to worry about Sunnytown... But time enough for that, _she thought. _I need to get to my... stores... of..._

As she entered her hut, a horrified expression came to her face. All of her hidden stores of herbs and potions had been ransacked. "I was gone for not even a day," Zecora said softly. "What could have happened to make things this way?"

Zecora whirled when she heard the door open behind her. Spy came in, looking alarmed at the situation.

"Merde..." he cursed. "It seems zat a prowler has found his way into your stores..."

Zecora kicked an overturned table in frustration. "Those herbs took me ages to gather! And the needed preparations were a whole other matter!"

Spy stared at her thoughtfully, and slowly closed the door behind him. "Zecora... There's something I'd like to speak with you about. Something that I feel cannot wait, despite the dire situation."

Zecora stared at him incredulously. "Can't this wait? We've things to do! I need to find new ingredients for my healing brew!"

Spy stared at her intensely. "Non," he said. "I have to say this now." He stared directly into Zecora's eyes, his wings flaring, the zebra feeling herself suddenly become uncomfortable. "Zecora... I have adored you from ze moment I saw you."

Zecora stammered, feeling herself blush._ Why... Why, when he looks at me, does it make me feel so warm inside? _"...I-I," she stammered.

Spy, still staring into her eyes, said, "I have always admired a woman with strength, with the true will to live... And there is so much will to live in you... It enhances your already radiant beauty..."

Zecora swallowed. "S-Spy..." she stammered.

Spy slowly walked towards her. Zecora, nervously, backed away quickly, finding herself up against one wall of her hut. Spy reared up, so that he was face to face with her. His eyes seemed to hold an emerald glow to them, so haunting, so enticing.

"I love you, Zecora..." Spy said. "Do you love me?"

Zecora's mind was whirling. Passion, need, want, all were flowing through her, blurring her mind and blotting out coherent thought. Still staring into his eyes, her own eyes starting to take on an emerald cast, she whispered. "Yes..."

"Ma chère Zecora... Comment j'adore vous, mon ange rayé... Permettez-moi de vous emmener au ciel, mon amour..." Spy said softly. He leaned in and kissed her passionately. Zecora moaned softly, melting into Spy's embrace and closing her eyes, wrapping her forelegs around him.

Spy smiled, breaking the kiss, his eyes glowing green. "Partager votre amour avec moi..." he said, gently tracing a hoof down Zecora's chest. The zebra gasped, blushing brightly... a green mist flowing from her mouth and into Spy's, Spy closing his eyes and drinking in the green energy.

...But before he could drink too much of it, the real Spy came bursting into the hut, jamming his knife into the false Spy's back. The fake screamed in agony, dropping Zecora's limp form.

"Never show your back to a Spy, imposteur!" Spy snarled, twisting the knife in the imposter's back and roughly yanking it out. The fake Spy collapsed briefly, but managed to pull himself back to his feet, wincing from the pain of the knife wound, greenish blood leaking out. He turned, and smirked at Spy.

"Surely," he said in a woman's voice, "You wouldn't deny a tired old woman her food?"

Spy snarled, brandishing his knife in a forehoof. "She is my friend, not your food! Now get out of here, before I gut you like a Cornish game hen!"

"No..." the fake Spy said, growing in in size as a twisted horn grew from his forehead, the wound healing in a swirl of green flame, "no, I don't see that happening."

The fake Spy's form faded as green flames surrounded him, his body turning dark green and growing larger, the mane and tail becoming a bright green, the fake Spy's shape becoming more feminine. Feathers molted from the fake Spy's wings, revealing gossamer, insect-like wings, which looked powerful despite their rotted appearance. The fake Spy's hooves seemed to rot, holes forming in them as he finished changing from Spy to Queen Chrysalis...

Spy's eye twitched nervously when he realized how similar she was to an alicorn. It didn't help that he had talked to Twilight Sparkle enough to recognize the figure standing before him. "Oh merde..." he muttered.

Queen Chrysalis, one hoof still on Zecora's prone form, the zebra's eyes still glowing from the brainwashing, smirked. "Now... What brings you here, little offworlder?"

Spy did his best not to betray his alarm, but somehow, the Changeling Queen could see right through it. "You... You know what I am?"

She smirked. "Of course I know, my little changeling. Even if you are a filthy halfbreed offworlder, you are of my people. You are of my hive. You are of my CHILDREN." She reached out to mockingly stroke his chin, Spy flinching away but not dropping his stance. Queen Chrysalis grinned viciously. "And I always know what my children are thinking."

Spy shivered softly, feeling the force of her presence in his mind, feeling her thoughts trying to dominate his own. But he managed to keep control of himself. "Why are you even here?" he demanded.

Queen Chrysalis chuckled. "Oh, simply puttering around. After my scheme to brainwash Captain Shining Armor and feed off of his love for his bride failed, I found myself at something of an impasse... Celestia was being far more watchful for my kind than before, and the drones can't really function on their own. Plus, food is getting harder to find. The herbs and roots the zebra had can be used to make a potion to keep us from starving completely, but..."

"Her name is ZECORA!" Spy snarled.

Queen Chrysalis snorted. "The names never matter. They all become my food in the end..." she said. "But it seems you need her. And these herbs." She smirked. "I seem to be at the bargaining advantage."

Spy looked from Zecora to Queen Chrysalis, frowning. "...What do you want?" he said.

"I will require a favor of you, Dark Element of Trust," she said. At Spy's startled expression, she said, "Yes, I know about the Lost Elements, I know they are awakening once more, and I know that the zebra is destined to become one of the current bearers. Quite soon, actually." She smirked, and added, "And I also know why you are here, even if you do not. Agree to my favor, and I will leave Zecora alone, and return her potion ingredients as well."

"And if I do not?" Spy demanded.

Queen Chrysalis looked up, listening to the music permeating the air. She grinned. "A lovely song, isn't it?" she said. "Such a shame what will happen to those afflicted by the magic behind the song when it plays a third time."

Spy glowered at her. "What do you mean?"

Queen Chrysalis closed her eyes. "I have heard this song before. Oh, not this song specifically of course, the song never matters, but one just like it, specifically chosen to target an Element of Harmony. It affected those with a connection to the Element of Laughter back then," she said. She grinned viciously, and said, "Let's just say the ones that killed themselves were the lucky ones."

Spy's eyes widened. His heart was pounding. He tried to think of a way out of this, tried to find a way to get Zecora and her potion ingredients, or even just Zecora, away from the Changeling Queen. But Queen Chrysalis's thoughts were still interfering with his own, twisted whispers and ancient memories. And on top of that, he could tell he was outmatched in sheer magical power. The sheer, palpable force of the Changeling Queen's presence was overwhelming...

And the song was still playing, now halfway through.

"I agree," he said, cursing his inability to think of a better way out.

Queen Chrysalis smirked. Her twisted horn glowed, and a sack full of roots and herbs levitated in on a cloud of green magic. Queen Chrysalis started to leave, grinning cruelly at Spy. "Remember my child... You owe me now..."

Spy stood over Zecora's prone form, watching Queen Chrysalis slowly retreat into the shadows of the forest. Once she was completely out of view, Zecora came to her senses, shivering.

"What... What happened?" she asked, groggy from the draining effects of the Changeling's magic.

"Changeling Queen impersonated me, did somezing to you..." Spy said.

Zecora shivered. It felt like a portion of her soul had been torn out, leaving her as cold as if she had been outside in the dead of winter with no warm clothing. She tried to stagger to her hooves, but it was as if the muscles in her legs had withered. She couldn't stay upright. "How... did you drive... her off?" Zecora said, wincing from the stiffness in her limbs.

Spy closed his eyes. "By doing somezing I'll regret later..." he said softly. "In ze meantime, what of ze potion?"

Zecora managed to get her forehooves up on a table, pulling herself upright, her strength slowly returning, but the coldness still lingering. "The potion... it needs to be made quite soon... so that the ponies may reap its... healing boon..." she said, panting.

Spy frowned at her. "Are you capable of making ze potion yourself?"

Zecora smiled weakly, shaking her head. "I'm afraid that for now I can barely move... I've been thrown somewhat off of my groove..."

Spy sighed. "Zen tell me how to make it. Because Chrysalis seemed to know what was going on," he said, "And if half of what she said is true, zen we will need zis potion in very short order."

Zecora stared at him, worried. Spy frowned. "Zecora... Please, trust me to do zis. It's ze only way right now."

Zecora bit her lip, and nodded, explaining to him how to combine the ingredients. Spy, setting up a cauldron, quickly began to mix the potion together, praying that he would be able to complete it before the third time the song played.

_ Hush child_

_ The darkness will rise from the deep _

_ And _

_ Carry you down into sleep_

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Manehattan..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Mitta, volunteering at the local hospital, did what she could for the patients there, ponies crippled by the song, reduced to catatonic wrecks that were bleeding through the eyes. But she had no real medical training, so the best she could do was fetch and carry. So much had changed in the centuries she had been trapped in Sunnytown...

Shaking her head in frustration, she went to the roof to get some fresh air. She idly pawed at the amulet around her neck, a gift from Princess Luna. She had said that it would help her 'do well' in her new life, whatever that meant, and have given her a code phrase to activate it. She stared at the glowing blue crystal with the symbol of the Moon Princess on it, debating on whether or not she should try using it.

Sighing, she shook her head, deciding against it. _No reason to go shooting whatever magic this is off before I get a chance to understand it..._ She turned around and prepared to go back inside, when she noticed something on the nearby building.

A gray pegasus in a white mask, looking down on everything and laughing in an eerie, ethereal voice.

Mitta stared at it in shock._ Is... is that thing responsible for all of this?_ She looked down at her amulet, and made her decision.

"Mystery renewed!" she intoned, touching the amulet with a hoof. Blue smoke surrounded her, Mitta gasping as she felt the power of six ponies flow through her. She felt cloth wrapping around her, felt her body swelling with power...

Over on the other roof, Masky Pegasus was enjoying the show greatly. All those ponies running around, trying to save their friends and family, but not knowing how... and oh, such fun there would be when the song began to play for a third time. It looked to the side, and noticed the cloud of blue smoke on the roof of the hospital. It stared in confusion, quirking its head to one side as the smoke cleared, revealing a mare clan in a dark costume of blue and purple, its face hidden in shadows beneath a wide-brimmed hat.

Mitta, for her part, was feeling better than she had in... well, ever. She felt that her natural Earth pony connection to the land had tripled, the strength of her hind legs increased greatly. She felt an odd 'awareness' of the world around her, and of something beyond... she had no idea how to describe it, she just knew that it felt great. She felt a connection to the animals around her, watching the sudden new thing. She could feel the presence of gems and precious ore around her, and bizarrely, she felt that she was wearing a simply FABULOUS costume, one that covered her completely and went well with her amulet, still around her neck. She felt a tremendous strength in her... wings! She had wings now! And on her head... a horn! A horn that gave her knowledge of many powerful spells.

She realized, with a start, that she now had the combined abilities of Twilight Sparkle and her friends. _Do well indeed..._ she thought.

Masky Pegasus, for its part, felt uneasy. Something about this new creature... it bothered it. _I'lL bLiNd It AnD rUn_, it muttered to itself. It pulled a part of its essence out of itself, raised its mask slightly, and spat the Smooze directly at the pony's face, striking it in the eyes, just under its hat.

To its dismay, the mysterious newcomer just wiped her eyes off, glaring right at it again without a hint of being affected.

_OhShItMaSk... _Masky Pegasus thought, realizing its mistake.

Mitta glared at the Masky Pegasus. "You know something about what's going on," she said, her voice a low, echoy rasp similar to the one she and the others had as zomponies. She was a little surprised that her voice had changed when the costume was wrapped around her, but guessed it was part of the amulet's enchantment.

_Time enough for that later, _she thought. _Time to get this thing to answer questions._

She concentrated, making her horn glow with magic, and flaring her wings, taking a step towards Masky Pegasus.

Masky Pegasus backed away, eeping in alarm as its wings flickered in fright. _OHSHITALICORN..._

Down on the street, somepony finally noticed the confrontation. "Holy Celestia..." she breathed, the unicorn grinning widely. "It's... It's the Mysterious Mare-Do-Well!"

The other Manehattenites looked at her in confusion. The unicorn giggled. "She was this amazing heroic alicorn that was active for a little bit when I lived in Ponyville! The Mare-Do-Well... She must have come back to help solve this!"

A pegasus stallion suddenly realized the implications. "And that pegasus she's facing down... He must be behind all this!"

"Or at the very least know something," the first unicorn said, grinning ear to ear. "Go get him, Mare-Do-Well!" She cheered, other ponies joining in the cheering.

Mitta couldn't resist a grin beneath her mask. _Mysterious Mare-Do-Well? I like it!_ she thought, not taking her eyes off of Masky Pegasus, who seemed even more frightened.

_**OHSHITSUPERHERO! **_Masky Pegasus thought. He panicked, rearing up in fright and flapping his wings, and fled. Mitta hesitated for a moment, and took to the air after him. She bit back a hysterical giggle as she felt the air catch under her wings, lifting her into the air. She flew with Rainbow Dash's instincts, gliding through the wind as if she owned it.

_I have GOT to try this when there's not a crisis! _Mitta thought, savoring the feel of being in the sky, feeling the wind rushing over her, flowing around her wings. She forced herself to concentrate on business, keeping an eye on Masky Pegasus as he desperately tried to get away from her, flying swiftly through the buildings.

But Mitta, as the Mare-Do-Well, had the combined wing-strength and manuverability of two pegasi, one of which could make a legitimate claim of being the fastest pegasus in Equestria. The masked pegasus didn't have a chance.

_OhCrApOhCrApOhCrAp... _Masky Pegasus thought, desperate to get away. The Mare-Do-Well was matching its every turn, no matter how tightly he took them through the buildings of the city, and gaining on it.

_No ChOiCe... _it thought bitterly, knowing that Masky Unicorn would give him hell for this. It suddenly dove, flying into an old, condemned club on the outskirts of town. Mitta hesitated only briefly, diving in after him, still thrilled with her new power.

_HeLp Me! _she heard Masky Pegasus cry out. Landing roughly, she stalked into the club, heading out onto the dance floor where Masky Pegasus waited, cape flowing behind her, her eyes narrowed and, unbeknownst to her, glowing.

"Nowhere to run," she rasped. "Tell me what you know, and I won't hurt you too badly."

"You led a superhero here?" chuckled an electronic, auto-tuned voice. "Man, you bad at this villain game!"

Before Mitta could turn around, a powerful magical blast hit her, sending her flying out of the city. Dazed, she tried to spread her wings, but her inexperience with flight left her flapping them uselessly. She flew helplessly through the air, careening at great speeds, before she was grabbed out of the air, somepony grabbing her cape.

She looked up, and saw Spitfire of the Wonderbolts, sans her uniform, holding onto her cape. It took Mitta a moment to recognize her, as she had only seen posters of her in uniform. "Easy there, partner," Spitfire said. "You okay?"

Mitta nodded. The dizziness had faded now that she had stopped spinning. She tested her wings, and was able to hold herself in the sky. "Yes, I think so," she said. "I'm fine now."

Spitfire nodded. "Good to hear. You're that Mare-Do-Well hero that showed up a few months ago, right? What happened? Couldn't you get control again? You weren't tumbling THAT badly."

Mitta was silently grateful her fully-covering mask hid her blush. "Not really... I've only had these wings for a short time."

Spitfire gave her a confused look. "Huh?"

Mitta shook her head, chuckling. "It'd take way too long to explain," she said. "I need to get to Ponyville."

Spitfire nodded. "I was just on my way there m'self. That place is a weirdness magnet, so I figured this musical mess originated from there, or they know something about it," she said, gesturing in the direction of the town.

Mitta shook her head again. "It didn't originate in Ponyville. Best guess, it came from Manehattan. I confronted some... thing that I think may have been behind it. I cornered it in a club, but its ally jumped me, blasted me away."

Spitfire frowned. "Why go to Ponyville, then? Why not get to Canterlot to get the royal guard?"

"Trust me," Mitta said, "There's a much more potent force in Ponyville than in Canterlot. Let's go."

"If you say so," Spitfire said. She and Mitta flew off, heading for Ponyville. The first two ponies they met were Scout and Pinkie Pie, both of them talking on the outskirts of town.

Mitta landed first, coming in too steep and crashing into the ground, tumbling into a tree.

Scout snickered. "Nice landing," he teased.

Mitta just grumbled, tapping her amulet. "Mystery resolved," she said, the costume and powers vanishing. Spitfire quirked an eyebrow, mildly amused.

_Earth pony under a transformation spell. Well, that explains why she wasn't familiar with her wings, _Spitfire thought, chuckling inwardly.

Pinkie Pie gasped upon realizing who Spitfire was. "Ohmygosh, you're Spitfire!" she said gleefully, "That is SOOO COOL!"

Spitfire grinned, despite herself. "Yeah, that's me. Listen, I was wondering if..."

Pinkie Pie kept talking. "You GOTTA come to the hospital and see Rainbow Dash! She's unconscious now, like all the others, but I know one of her heroes coming to see her would make her feel better!"

Spitfire blinked. "...Like the others..." She gasped. "Oh no... I was away when the song started up again. What happened?"

Scout sighed. "C'mon," he said, taking both her and Mitta to the hospital, where all those who had been rendered unconscious from agony by the second playing of the song were laying. Once the music had stopped, they had all fallen comatose.

Spitfire cursed herself. "I shouldn't have left..." she muttered, thumping her head on a wall in frustration. "Soarin' and Fleetfoot..."

Rarity put a hoof on her shoulder. "You couldn't have known, darling."

Meanwhile, Mitta was relaying what she knew to the BLUs, Barricade, and Elements. Engineer considered it all, stroking his chin thoughtfully.

"...How far is Manehattan from here?" he asked.

"Walking? A couple hours," Applejack said.

"Can that be sped up with teleporting?" he asked.

Twilight nodded. "It's difficult, but I can get us all there."

Engineer shook his head. "No, not all of us. Rarity, me, Scout, Pinkie Pie, Mitta, and the Doctor," he said.

Barrciade blinked. "Won't you need my strength?"

"And I don't even know how to teleport," Rarity said as she came up behind the group.

"If Mitta DOES have all six of our abilites, then she can cover the teleportation angle herself," Twilight said.

Soldier was in agreement with Engineer, however. "It makes sense. If we're dealing with an opponent using sound-based weapons, then brute forcing it won't work. EngiRarity is a powerful fusion, Scout's the fastest fighter we got and such a runt he's hard to hit," he said, ignoring Scout's annoyed retort, "Pinkie's utter randomness can throw off anyone, Mitta's got seven ponies worth of brute force in her, and the Doc can help Engie cover any tech angle there might be."

Barricade looked thoughtful. "And we'll most likely need a great deal of help here in case the song starts again... All right, it makes sense."

Rarity pouted. "Oh... very well. Anything to make sure that Rainbow Dash and the others are all right."

Engineer nodded. "Right. We'll set things up here. Scout? Pinkie Pie? Go get the Doctor."

Scout nodded, he and Pinkie running towards the Doctor's lab. As they went, Scout turned to Pinkie and said. "You okay, Pinks? You ain't as smilin' as you used to..."

Pinkie Pie grinned weakly. "Am I? I guess... I can't really laugh away a lot of this. A party won't help. (And you have no idea how much it physically hurts to admit that.) I don't know what I can do to help..."

Scout chuckled. "Yeah, I've run into situations like that. Times when my own skills just ain't gonna cut it, when RED Engie and RED Pyro are pretty much locking down a Payload route. Sometimes, when one skill you got don't work, you gotta use another one."

Pinkie Pie frowned. "How do you mean?"

Scout smirked. "Well, in that situation I mentioned? I started makin' fun of RED Engineer. RED Pyro's got the same thing for her Engie that ours does for ours, so I figured I could lure her out like that. And it worked. That got Pyro so mad, she started chasing after me, letting Spy sneak by invisibly and take out RED Engie's nest," he said. "Not exactly my favorite thing to do, since both their Pyro AND ours scares the fuckin' hell out of me. And there's the whole getting burned to death thing..."

Pinkie Pie shivered. "I STILL don't know how you did that every day," she said. "I mean, you make it sound like a party! And that's not the kind of party I'd throw." She paused briefly, thinking. "Well... .Unless we used squirt guns and foam dart guns... and water balloons... and maybe have the bigger guns shoot soft pillows filled with candy... Ooh! New party idea, new party idea!"

Scout laughed as Pinkie began bouncing along, giggling at her new idea. "Yeah, that's the spirit. Always gotta keep smilin,' findin' the good in the bad. Once we bonk this new Nightmare into submission and capture that masky bastard, we'll have ourselves a big ol' party round of Capture the Flag. BLU style."

"Awesome!" Pinkie chirped.

"What's awesome?" said the Doctor, peeking up from underneath a pile of wrecked metal. Both ponies eeped, having gotten to the Doctor's lab without realizing.

Scout blinked when he saw the mess. "Geez, Doc, you okay?"

Doctor Hooves chuckled, extricating himself from the pile. "Well; I was attempting to try and build a machine to track down the source of the music. I accidentally left a microwave device on near a phone I had and it started melting and bubbling, and the goo started looking like snarling skull had came out of it, and then ten things and a banana happened..."

"This banana?" Pinkie said, holding up a banana she found near the pile of wreckage.

Doctor Hooves nodded, smiling. "The very same," he said. When Pinkie Pie started to peel it, he said, "...I really wouldn't, if I were you."

"Why not?" Pinkie asked.

"Let's just say that during the ten things, the banana's been in places that bananas really weren't meant to go," Doctor Hooves said, blushing a little.

Scout was visibly straining himself to not giggle. Pinkie stared at the banana for a long moment, and then slowly set it down.

Doctor Hooves gave Scout a grateful look. "Thank you for not laughing. That was a rather unpleasant experience," he said.

"Believe me, it was a challenge," Scout said. "C'mon Doc, we gotta plan. Kinda."

"A plan kinda? Sounds like every plan I've ever made, when I actually make them," the Doctor said, pulling a small metal device, about the size of a pen, out and sticking it in a pocket in his tie collar. "Let's be off, shall we?"

The three of them made their way back to the others, Mitta back in costume again, Twilight giving her a quick coaching on how to teleport multiple ponies.

"Everypony ready?" Mitta said, her horn glowing. Once everypony confirmed, Mitta concentrated, an aura of power enveloping them. The sensation was a bizarre one, the feel of one's body dissolving and reforming elsewhere in a burst of heat and light.

Engineer looked around, seeing them just outside the club in Manehattan. He checked himself, seeing that he was a little singed, but otherwise fine. "Not bad," he said. "Ah gottta learn that spell m'self. Everyone all right?"

Scout grinned. "Nice," he said. "That was AWESOME!" He was a little charred, but otherwise fine.

Pinkie Pie giggled. "Do it again, do it again!" she chirped, bouncing up and down.

The Doctor pulled out his device. "Focus, Pinkie," he said, dusting himself off. "We have something to do."

"She's right," Mitta said, uncharred by the teleportation.

Rarity whimpered, looking at the charred ends of her mane and tail. "What a perfect disaster this is... We MUST find a stylist after this fiasco is over."

Engineer just stared at her. "...That is seriously what you're worried about right now?"

Rarity huffed. "We're going to save Equestria from an evil magical musical force. We certainly can't have everypony thinking their saviors are SCRUFFY, now can we?"

Pinkie Pie giggled, shaking her head. "Don't ever change, Rarity..." she said softly.

Mitta just giggled, the Doctor thinking back to fond memories of previous assistants.

Engineer just stared at her incredulously. And then he began to laugh. "All right, all right. Let's get goin,' and then we can make ourselves all fancy-like."

Rarity nodded. "Indeed," she said, smiling grandly and standing beside Engineer. "Let us go vanquish evil."

Both Elements of Generosity appeared around their necks, and in a flash, the two ponies merged, becoming EngiRarity again.

"Hmm," she said, idly toying with her wrench. "The awakening was easier that time. Ah well, let's find ourselves a little ol' Nightmare."

"I been waitin' on you to give the order," Scout said impatiently.

"Calm down," EngiRarity said, holding up a hand. "Ah have a plan, sugah-cube. You, Pinkie, and Mare-Do-Well will distract the Nightmare, keep him or her busy while ah set up a Sentry and Dispenser. Meanwhile, the Doc will be lookin' for any tech or magic that's broadcastin' this all over Equestria and sabotaging it."

The Doctor quirked an amused eyebrow. "Rather like your Spy, then," he said.

EngiRarity nodded. "If that sonic screwdriver you and me finished workin' on the other day works, then it'll be perfect for takin' it down before anypony notices."

"Very well then," he said. "To arms."

Pinkie and Mitta looked down at their forelegs, and then back at the Doctor. Scout snickered.

"Or whatever you have," the Doctor conceded, chuckling.

The motley group of heroes walked into the club, Mitta taking point. To their surprise, however, there was music already playing, a tune with a deep, thumping bass. They entered, and found the once-abandoned club jumping, holographic images of ponies dancing wildly to the heavy bass beat.

And manning the DJ booth was a very familiar Nightmare...

"VINYL SCRATCH!?" Pinkie shouted, startled.

The pale, whitish-gray alicorn laughed wildly, her electric blue mane and tail dancing like electric sparks, her armored harness shining brightly in the club's colorful lights, her sunglasses more like blades than eyewear. Her blood-red eyes gleamed with cruel glee as she flared her massive wings, her horn glowing.

"Groovy groovy!" she sang, her voice holding an auto-tuned warble to it. "This is an announcement to all attendees! The game has reached the climax! Let never ending WAKING NIGHTMARES begin!" She laughed. "Yo yo yo, welcome to the end of Equestria! Nightmare Dubstep manning the tables, bringing you the freakiness! The musical madness is ready to play!"

"NO!" Pinkie said, startling everypony by sounding angry. "This... this isn't right! This isn't YOU! Music... music is supposed to be a joyous thing! A way of celebrating good times, of lessening bad times! Music isn't supposed to be a weapon!"

"She's right..." Scout said, coming up beside her. "Music... It's meant to be enjoyed, not suffered! How dare you use it to hurt people!"

Nightmare Dubstep laughed. "And you smallfries think you can stop me?" she asked.

"We can," Scout said, glaring at her. "And we will."

"We'll beat you! And we'll make sure our friends can laugh and smile at music again!" Pinkie Pie proclaimed.

And they were both engulfed by light.

Nightmare Dubstep screeched, backing away and hiding behind her equipment, the light painful to her. When it faded, a single figure landed on the floor, having taken the place of both Scout and Pinkie Pie.

Mitta went wide-eyed beneath her mask. "Wow..."

Doctor Hooves laughed, impressed.

EngiRarity grinned. "Well, if that don't beat all," she said.

The figure was a slender human female in sports pants, sneakers, running socks, and a blue shirt, the Element of Laughter around her neck. Around her hands were sports wraps, and on her back was a satchel, unzipped slightly to reveal cans of soda pop. On her head was bright, fluffy pink hair, tied in a ponytail and covered by a cap, a pair of headphones on her head. Slung over one shoulder was a dented metal bat, a double-barreled scattergun in her other hand, a pistol holstered at her waist.

She smirked, pushing the brim of her cap up with the bat.

Nightmare Dubstep stared warily at her. "What's this then? Some new punkass come to harsh my beats?"

"Name's Scoutie Pie, losah," she said. The voice was Pinkie Pie's, but the accent was pure Scout. "So let's play ball." Before Nightmare Dubstep could react, Scoutie Pie produced a baseball from her satchel and smacked it right in her face. The ball smacked the Nightmare right between the eyes, shattering her sunglasses.

Nightmare Dubstep barely winced. Blood trickled down her face as her glasses crumbled. She smirked, licking at the blood, and nodded. "All right then..." She flapped her wings once, flying above her equipment. "Light up please!" She raised her forehooves, her horn glowing. All of the holographic ponies in the room dissolved, forming into a massive record. Nightmare Dubstep grinned and landed on it, riding it like a skateboard as she slammed it down on the gathered heroes, creating an explosion of light that scattered them, knocking EngiRarity and the Doctor behind a ruined set of tables. As they picked themselves up, they began to plan.

"Ah got a feelin' she ain't gonna let me set up a regular sentry," EngiRarity said, pulling off her glove and revealing the cybernetic Gunslinger hand. "So ah'm gonna try some minis. You get to her equipment and sabotage it."

The Doctor nodded, and looked out at the fight. Scoutie Pie and Mitta were doing their best to keep Nightmare Dubstep on the defensive, Scoutie Pie's overall maneuverability and constant fire along with Mitta's rapid fire magical blasts forcing her to use her flying record as a shield.

EngiRarity pulled out her PDA and set up a Dispenser behind the tables. "Get going," she said. The Doctor nodded, and began discreetly making his way around the battlefield.

An errant laser from Nightmare Dubstep caught Scoutie Pie and sent her sprawling towards EngiRarity.

She winced, clutching the smoldering wound. "Need a Dispenser here," she said, flinching.

"Already set up," EngiRarity said, the healing machine in the device activating and healing the burn mark.

Scoutie Pie chuckled. "All right, thanks EngiRarity," she said.

EngiRarity sighed, pulling out a toolbox for a Mini-Sentry. "Don't thank me yet," she said. "Save it for after we win."

Nightmare Dubstep, meanwhile, was preoccupied with Mitta. The ersatz Mare-Do-Well pummeled the Nightmare with magical blasts, forcing her back towards the DJ booth.

Nightmare Dubstep just chuckled. "All right," she said, "You got the powah. But it's obvious you just got it. Any lifetime magic user worth her horn knows the value of FINESSE..."

Before Mitta could react, a tendril of neon magical light reached out and grabbed her tail, tossing her roughly through a wall. She slammed head-first into a lamp post, stars exploding behind her eyes as she fell unconscious. She turned to the two humans, only to find Scoutie Pie leaping towards her flying record. She floated back, only for Scoutie Pie to jump in mid-air, getting more air time and grabbing onto the edge of her record, pulling herself up onto the record with a flip.

Scoutie Pie smirked in the Nightmare's face. "Yo, what's up?" she said, firing her scattergun point blank in Nightmare Dubstep's face. She screamed in agony, the Element of Laughter charged pellets tearing into her face. As she pulled away, EngiRarity started firing her pistol at her, a Mini-Sentry pelting her with magically charged bullets as well.

Furious, Nightmare Dubstep fired a laser at the Mini-Sentry, destroying it. She turned to EngiRarity, seeing her setting up a new one, and prepared to wreck it. But before she could, Scoutie Pie ran up a wall, springing off of it and double jumping over the Nightmare's head, firing her scattergun the whole way.

Nightmare Dubstep retreated, the constant magically-enhanced gunfire tearing at her. She needed to think...

Meanwhile, the Doctor had made his way to Nightmare Dubstep's DJ deck. He quickly examined it with his sonic screwdriver... and to his dismay, found that it was just all normal music equipment. Nothing that could be used to broadcast so widely.

"I... I don't understand!" the Doctor said, catching everyone's attention. "There's... there's just mixtape equipment here?"

Nightmare Dubstep grinned viciously.

"WHAT?!" Scoutie Pie said.

"But then... where..." EngiRarity said, confused.

_It WoN'T bE tHaT eAsY, vAlEyArD,_ chuckled Masky Pegasus, dark tendrils emerging from its eyes and grabbing the tan Earth pony by the neck, lifting him into the air and choking him.

Nightmare Dubstep cackled, the sound unnatural with the autotuning. "So! Is that a request for more music I hear? Well I don't do the singin' myself. I leave that to my partner in mayhem! NIGHTMARE HARMONIC!"

"Two Nightmares?!" Scoutie Pie said.

"FINISH IT!" Nightmare Dubstep roared.

"No! NO!" EngiRarity cried.

And on the roof, standing by a microphone covered in magical runes, the jet black Nightmare that used to be Octavia began to sing.

"Hush child

The darkness will rise from the deep

And

Carry you down into sleep

Child

Darkness will rise from the deep

And

Carry you down into sleep..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Not again," Fancypants said, glaring up at the sky as the song played. "What's going to happen this time?"

The normally regal unicorn was looking decidedly unkempt, having spent a great deal of time caring for his beloved Fleur. The doctors he had hired had no explanation, leaving him frustrated beyond all measure.

And now the song was playing again.

"F-Fancy?" said a weak voice from behind him. Fancypants turned, seeing Fleur standing in the doorway, a frightened look in her eyes.

"Fleur, darling," he said, going over to her, "You shouldn't be up! You need your rest..."

"I'm so sorry Fancy," she said. She levitated a glass flowervase and shattered it, pointing the sharp, ragged end at Fancypants. "I'm sorry... I have to kill you... It's the only way to make the pain go away..."

Fancypants, horrified, backed away from her slowly, pulling the family shield off of a nearby mantle to defend himself as the love of his life tried to kill him.

In the castle, Celestia paced back and forth nervously, trying to figure out... everything. "Second time the song played, it put everyone affected into a coma. Luna was one," she said, frantic, almost babbling. "Guards were several others... including Phalanx... But Phalanx is Slendermane... isn't he?"

She shook her head, confused. "None of this is making sense, and now the song is playing again, why is it playing AGAIN, why won't it just STOP..."

She froze, spying Slendermane near the door. The creature stared at her, watching her every move. Celestia felt a burning fury rising up in her. "DO SOMETHING!" she demanded, almost sobbing the words. "WHAT DO YOU WANT FROM ME?!"

Slendermane quirked its head at her... and then it opened the door.

Standing in the door, frightened, miserable looks on their faces, were Luna and all of the guards who had been affected by the song.

Celestia blinked, Slendermane vanishing. "Luna... Luna what is..."

"It is with deepest regret," Luna said softly, "that I must insist that an old, horrible nightmare we once lived through be re-enacted. Only this time, you have to die..." Tears were flowing down her face as she said, "It's the only way to make the pain stop..."

"Oh no..." Celestia moaned, slowly backing away, flashbacks to the Nightmare Night playing through her mind. "Oh no no no..."

Luna closed her eyes. "Attack," she said, the guards pouring into the room.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Medic sighed, waking up from his nap, feeling decidedly unrefreshed from the attempt to restore himself. He looked at the charts and grumbled, deciding to get to work. He entered the room where the patients were being kept. He looked up to check on the nearest one... and found them all missing. "Vhat?!" he asked, confused, staring around at all the empty beds.

And then he noticed the song playing again. "Now vhat?" he muttered. He turned to exit the hospital... only to find Nurse Tenderheart trying to slit Nurse Redheart's throat with a scalpel. He quickly pulled the screaming, sobbing nurse off of Redheart and locked her in a nearby closet.

"Vhat happened?!" he demanded.

Nurse Redheart, staring worriedly at the closet, said, "She... She said she had to do it... That it was the only way to make the pain stop..."

Medic gave her a confused look, and started to say something else, when something occurred to him. "Scheiße..." he muttered, running outside. Soldier, Demoman, Heavy, and Pyro were coming up to the hospital.

"Oy, Medic," Demoman said. "The song's playin' again. We're havin' a strategy meeting."

Heavy was the first to notice Medic's expression. "Doctor? What is wrong?"

Medic nodded. "Ze situation has gotten substantially vurse. I do have vun question however, vun that occurred to me just a moment ago."

The other BLUs all looked at him curiously.

Medic grinned weakly. "Does anyvun know vhere our long range precision assassin is?"

The others gave him a confused look, but one by one, alarmed expressions crossed their faces.

The sound of crackling electricity filled the air.

"SCATTER!" Soldier bellowed, the BLUs leaping aside the instant before a lightning bolt landed on them.

From the stormcloud he fired from, Sniper, tears blurring his vision, prepared another shot. "I'm sorry mates... I have to do this... I have to make the pain stop..."

Over at Sugar Cube Corner, Carrot Cake had just put the twins to bed, looking worriedly up at the sky as the music played, when he noticed Cup Cake entering the shop.

He sighed in relief. "Cup... You're all right!"

Cup Cake, tears in her eyes, shook her head frantically. She went over to a couch and picked up a pillow in her teeth. Carrot Cake gave her a confused look. "Dearest... What's wrong?" he asked.

Cup Cake walked right by him. As she did, she pleaded, "Stop me..."

"What..." Carrot Cake stammered, confused, as he watched his wife walk up to Pumpkin and Pound's room with the pillow in her teeth...

A pillow in her teeth...

Heading up to the children's room...

She had begged him to stop her...

"Oh Celestia no..." Carrot Cake moaned. As Cup Cake opened the door, Carrot Cake tackled her, dragging her away from the room even as she struggled to get away and do what the horrible music compelled her to do.

Trixie found Mayor Mare by city hall, trying to start a fire on a pile of brush she had stacked there. She quickly blew the brush away with a magical blast.

"What in the world are you doing?!" the unicorn demanded.

Mayor Mare smiled sadly, tears in her eyes. "...I love this town. I've done everything I could to make it a wonderful, happy place for everypony and their families. But the music... the pain... I can't take it anymore... To make the pain go away, I have to burn Ponyville to the ground..."

Trixie shook her head. "That's... that's crazy!"

Mayor Mare nodded. "Oh, I know it is. But it's the only way," she said, picking up her pipe. "And you aren't going to stop me."

Trixie looked at the Mayor in alarm, realizing that she intended to fight...

Sweetie Belle and Scootaloo, sitting in their clubhouse, huddled together as they listened to the song.

"This is crazy..." Sweetie Belle said. "I don't like this song..."

"You and me both," Scootaloo muttered.

"How do you think ah feel?" said a shaky voice behind them.

Sweetie Belle and Scootaloo eeped, turning to see Apple Bloom in the doorway behind them. She smiled at them weakly, tears in her eyes. "Don't say ah'm fine. Ah'm not..." she said. "And ah'm sorry..."

Sweetie Belle blinked. "For what?" she said. "Apple Bloom, c'mon in, let's talk."

"I don't think that's a good idea, Sweetie Belle," Scootaloo said, spying the knife Apple Bloom was holding in her tail.

"Ah have to do this," Apple Bloom said, starting to step into the clubhouse. "It's the only way to make it stop hurting..."

Scootaloo charged forward, shoving her out the door and slamming it shut.

Sweetie Belle gasped. "What... What's going on?!"

"The song's making her want to kill us," Scootaloo said. "Now help me! If she kicks anything like her sister..."

Scootaloo yelped as a powerful kick from Apple Bloom pushed the door back. Sweetie Belle ran forward and helped Scootaloo push and hold it shut. Apple Bloom desperately pounded on the door.

Frustrated, Barricade had started to go to Everfree Forest to check on Zecora's progress with the proposed potion she had been told about. As she reached the edge of town, though, an indigo blur dashed by her, striking her and sending her sprawling. She looked up, shaking the dirt out of her face, and saw Harbinger standing before her. His eyes were wide with fright, and he was shaking.

"Barricade," he said softly. "Before we begin, I want to say that you have served Princess Celestia honorably. Of all the Captains I have worked with in my career, you have proven to be a most worthy and noble warrior, and a true friend. It is with deepest regret that I state that I must now kill you."

Barricade blinked. "What?!"

Harbinger nodded. "The pain from this accursed song's spell has become too much. I need to betray someone... to kill someone... to break its curse. I'm hoping that you'll do... as I really don't want to go fight the Princess..."

Barricade frowned. She rubbed her nose once and stood up. "Right..." she said. "Not exactly the circumstances I wanted in order to scrap with you, but I'll take what I can get." She flared her wings, affixing her infamous glare on the magically addled Earth pony. "All right Swift Lighting. Let's see if you can break down the Iron Wall."

Twilight was heading back to her library, Applejack and Fluttershy agreeing to help her do research on silencing spells to try and mute the song. She hoped that they'd be able to find something. But when they opened the door, they found Spike sitting in the center of the library.

"Spike?!" Twilight said, her voice a mix of relief that he was up and about, and worry that he wasn't better yet. "What... What are you doing here? Are you all right?"

Spike shook his head, tears flowing steadily down his face. "No... No, I'm not..." he said. And he snarled, leaping at Twilight. She yelped, catching him in a forcefield.

"Spike... Spike, what's wrong?" Twilight said, tears in her eyes as she watched her longtime friend and assistant scratch and snarl angrily at the forcefield walls, breathing gouts of fire at it.

"Spike... Please, you can tell me... What's wrong?" Fluttershy said, coming by Twilight's side.

Applejack bit her lip, unable to think of a way to help. She heard a sound coming from above her, like whistling. She looked up... and saw Rainbow Dash diveboming them.

"Oh my stars..." Applejack said, shoving a startled Twilight and Fluttershy in. But even as she did, Rainbow Dash was tackled out of the air by Spitfire, the two pegasi slamming roughly into the ground.

"STOP IT, RAINBOW!" Spitfire shouted.

Rainbow Dash, confused, looked in the direction of the voice. "Spitfire? What are you... oh, nevermind," she said, struggling to free herself of the Wonderbolt, who held her pinned. "Please, let me go! I have to do this! I have to kill them! It's the only way to make this pain STOP!"

Applejack came out to help her hold Rainbow Dash down, Twilight and Fluttershy coming over to join them, Spike still subdued. She had to change the bubble to immobilizing rings, as the flames Spike was spewing quickly used up the oxygen inside the field.

"Dang it, where's Zecora and that stupid potion of hers?!" Applejack demanded. "This is getting far too out of con..."

A single raincloud flew overhead, darting back and forth, lavender rain pouring down over everypony in town, forming a mist that permeated everything. Rainbow Dash and Spike both suddenly relaxed, going limp in the grasp of their captors. The ponies still standing traded confused looks, when Zecora limped up to them, smiling.

"The potion works, no more pain will they feel," she called out, so that everypony nearby could hear it. "Now they can begin to heal."

Medic ran from patient to patient, checking them with his healing beam. "She is right," he said, amazed. "Zey are completely out of pain, in a kind of stasis."

The cloud flew down to them, revealing that Spy was piloting it. "Was there every any doubt?" he said, smirking proudly.

Barricade stormed up to them. "What took so long?"

"Changeling ambush," Spy said. "They went after Zecora and weakened her, so I had to make the potion by her instruction. We had to restart twice."

Twilight gave Spy an alarmed look, and went to check on Zecora. "What happened? Were you fed on?" she asked.

Zecora nodded. "Chrysalis was the one who made me a snack," she said. "Although I think I was more of a convenience attack..." Twilight frowned, and looked to Spy, who mouthed the word 'later.'

"Marvelous. As if we didn't have enough problems," Barricade muttered. She turned to the crowd, and bellowed, Sitrep! Any casualties?"

"None," Heavy rumbled as he came up to the gathering, Sniper's prone form on his back. "Thankfully."

Barricade nodded. "Good. Hopefully nowhere else is having casualties either..." Without warning, she suddenly slammed a massive foreleg down on the cloud, Spy yelping and leaping out of the way as she cut it in half. She shoved one half at Spitfire. "You. Wonderbolt. Get to Manehattan. The final battle of this little mess is happening there, and they're gonna need this potion to support them."

Spitfire nodded and saluted, darting off with her half of the potion-infused cloud. Barricade then turned to Zecora. "Do you have a list of ingredients for that potion?" Zecora nodded. Barricade looked to Twilight, who hastily produced a scroll and quill. Zecora listed the ingredients, Twilight jotting them down. Barricade looked at the list and nodded. "Good, good... The Royal Apothecary should have all of these." She shoved the second cloud at Fluttershy, giving the list to Derpy.

"Get those to Canterlot. QUICKLY! Luna was one of the ones affected!" Barricade shouted. The two pegasi looked at each other in alarm and flew off, Derpy helping Fluttershy move the cloud quicker.

"Everypony else still standing, get the affected back to the hospital!" Barricade bellowed. "How long will the potion's effects last?" she asked Zecora.

"When the music's spell is at last silenced, only then will their wakening commence," Zecora said.

Fluttershy sighed. "So it's all up to Pinkie Pie and the others now..."

Soldier cringed, and whispered to Demoman and Pyro, "Is it just me, or does saying 'it's all up to Pinkie Pie' give you a bad feeling too?"

Demoman grimaced. "Considering what we've seen of her..."

Pyro smiled. "You gotta have faith, guys! I'm sure everything will turn out all right."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Manehattan..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scoutie Pie and EngiRarity were barely managing to keep ahead of Nightmare Dubstep. Most of their fire was blocked by her flying record, and her return fire was far greater than their own, the Nightmare cackling as she blasted away, smashing yet another Mini-Sentry. Nightmare Harmonic was still on the roof, singing. It was by sheer luck that the Dispenser hadn't been taken out yet.

"We gotta get past Dubstep," Scoutie Pie said. "If that song completes..."

"Do it," EngiRarity said. "I'll keep her distracted. And hopefully, Mitta will recover soon..."

Scoutie Pie nodded, and took out a blue can of soda, labeled 'Bonk!,' from her satchel. She opened it, and chugged the glowing green liquid inside. She shivered, feeling the Bonk! take effect. She broke from cover, a literal blur of motion. Nightmare Dubstep fired a rapid fire barrage at her, but the Bonk! increased Scoutie Pie's reflexes to the point where she dodged each blast by millimeters.

As Nightmare Dubstep watched Scoutie Pie run up the stairs, she didn't notice EngiRarity put her glove back on and start to set up a larger Sentry, this one with double-chainguns and a rocket launcher.

"Ah'd turn around if I was you, sugah-cube," EngiRarity said, smirking as she pulled out her radar gun controller.

Nightmare Dubstep turned around, and yelped as the Level 3 Sentry began tearing into her, forcing her to block with her flying record.

The Doctor smirked down at Masky Pegasus. "Looks like it won't be that easy for you, either..." he teased.

Masky Pegasus whimpered, trying to figure out where its genius plan was going wrong. It turned when a hoof tapped it on the shoulder. Then it eeped.

"I'm getting a little tired of this," Mitta said, her Mare-Do-Well costume's eyes glowing. She turned around and kicked Masky Pegasus, causing it to drop the Doctor and sending the Masky crashing through the wall.

Meanwhile, Scoutie Pie ran up to the roof, finding Nightmare Harmonic still singing the song.

"Major league!" she yelled, jumping towards the ebony alicorn, bringing her bat around in a powerful swing. Nightmare Harmonic, wrapped up in singing her song, didn't notice until the metal bat had collided with her face. She let out a yelp, her jaw breaking with a loud crack. She staggered away from the microphone, her jaw twisted and distorted, glaring at Scoutie Pie, who was smirking and panting, the radiation-enhanced sugar rush fading.

"Anyone ever tell you dat you gotta voice like a bad night of beans?" Scoutie Pie teased.

Nightmare Harmonic stared at Scoutie Pie for a long moment, her jaw healing and popping back into place with a sickening crack. She wore a lightly armored collar, like Nightmare Dubstep, cast in white. Her mane and tail were white and flowing, musical notes popping off of them like bubbles. Her coat was a dark, jet black, her eyes bright red. She held all the grace and poise Octavia was known for.

And then she began laughing. A mad, savage cackle that echoed across the city, startling the citizens unaffected by the song. She grinned viciously, and screamed, a powerful, echoing sonic blast erupting from her throat that brought Scoutie Pie to her kness before she could bring either of her weapons to bear. Nightmare Harmonic grinned, still pummeling Scoutie Pie with the soundwave, Scoutie Pie clutching her ears in agony as the sound battered her, slowly being pushed back towards the stairwell.

Nightmare Harmonic laughed inwardly. She delighted in pain, delighted in suffering. She wanted to see this whatever-the-hell-it-was's brains bleed out its ears before she made its head explode. She prepared to close in and finish her off, when a stinging, acidic rain poured down on her. The evil alicorn flailed, trying to throw it off, her sonic scream cut off with a squawk. Scoutie Pie, feeling the pain leave her as the rain poured down, looked up, seeing Spitfire darting about, pushing a raincloud that was pouring down on the city,

Spitfire, for her part, was overjoyed. _FINALLY I get to save somepony and get it RIGHT! _she thought, watching as the struggling victims of the song relaxed and fell unconscious.

Scoutie Pie grinned. "Rainbow Dash is gonna be so mad she missed seein' her in action," she said, quickly reloading her scattergun. As Nightmare Harmonic recovered from the rain, shaking the burning purifying magic rain off of her, Scoutie Pie double jumped over to her, landing right on her back.

"GET OFF OF ME!" Nightmare Harmonic shrieked ferally.

"Nothin' doin,'" she said, shoving her scattergun right in the Nightmare's face and opening fire. Pellets charged with the purifying magic of the Element of Laughter. Smooze blood spattered with each shot, the Nightmare's face becoming ruined by the pellets.

Nightmare Harmonic staggered and fell, her face oozing Smooze from the scattergun pellets. She shivered, struggling to stand up again, gagging on the Smooze oozing into her mouth. Scoutie Pie chuckled as she walked around to her front. "Oh yeah," she said. "I'm not even winded." She holstered the scattergun on her belt and pulled out the bat again, wrapping her Element of Harmony necklace.

"All right, that's enough o' this," she said. "Batter up!" She swung the bat, the necklace's gem facing towards Nightmare Harmonic's face. "BONK!"

A flash of light engulfed both Nightmare and fused human. Once it faded, a dazed Octavia was laying before Scout and Pinkie Pie. She gave them an irritated look. "While I am extremely grateful that you cured me," she said, staggering to her hooves, "was shooting my face off really necessary?"

"An unavoidable consequence of trying to keep you from YELLING us to death," Scout said. "Did you drink anything weird lately?"

Octavia scowled. "You mean other than that purple sludge the masked thing forced down mine and Vinyl's throats when he kidnapped us?"

Scout blinked, and frowned. Pinkie gave him a curious look. "You think that means something?" she said, giggling when she realized that she still retained a bit of Scout's accent.

"Maybe," Scout said, looking thoughtful. "Let's ask Engie after all this is over."

Octavia tried to take a step to join them, but her legs gave out, and she fell again. "...I think I'll stay here until you guys finish up," she said. Pinkie and Scout nodded, Pinkie leaving Octavia a cupcake before following Scout back downstairs.

"...Why did you have a cupcake?" Scout asked.

Pinkie grinned. "Why wouldn't I?" she responded, her voice back to normal.

Scout blinked, thought about it for a moment, and shrugged. "Makes sense," he said. "Okay, let's rock."

Meanwhile, the instant Nightmare Harmonic had been destroyed, Nightmare Dubstep looked up in confusion, feeling her mental link to her partner vanishing.

"...Tavi?" Nightmare Dubstep said, looking up the stairs where Scoutie Pie had run, unknowingly lowering her flying record.

EngiRarity and Mitta took immediate advantage of the Nightmare's sudden confusion. Mitta's horn flared, bands of force forming around Nightmare Dubstep's horn, wings, and neck, throwing her off balance. EngiRarity then emptied her Sentry's entire clip into Nightmare Dubstep, forcing her to land, Mitta creating more bands of force to pin her to the ground.

Nightmare Dubstep struggled for only a moment before relaxing. She laughed. "Ahright," she said. "You win, I won't hold it against you."

"Good to know," EngiRarity said, smiling as she took off her Element of Harmony necklace and touched it to Nightmare Dubsteps forehead. "I give of myself, so that your suffering will end."

Nightmare Dubstep was engulfed in light, the battered form fading and shrinking, revealing Vinyl Scratch underneath it. The light was absorbed into EngiRarity, who gasped as she split back into Engineer and Rarity.

Engineer shook his head, trying to clear it. "There HAS to be a way to do that without makin' us feel the pain of the one we're healing," he said. He blinked, realizing his voice had briefly taken on Rarity's accent, and shook his head. When he spoke again, his voice was back to normal. "Well, anyway, that's that taken care of."

Rarity staggered for a bit, dizzy from absorbing and purifying the evil in Vinyl Scratch. She recovered, and went over to check on the DJ, who was just recovering, Mitta withdrawing the restraints.

"Are you all right, sugarcube?" Rarity asked, her voice briefly retaining EngiRarity's accent.

Vinyl shook her head, still dizzy. "Whu... Tavi!?" she said, looking around frantically. "Is Tavi all right?" She gave Rarity a pleading look, full of worry.

"Yeah, she is," Scout said as he and Pinkie Pie came down the stairs. "We got her back to normal." Vinyl collapsed in relief.

The Doctor came up to Vinyl and scanned her with his sonic screwdriver, nodding. "They are completely cured of Smooze poisoning," he said, idly rubbing his neck where he had been choked. "She said that she and Scratch here got kidnapped and forcefed the stuff."

Vinyl scowled. "Yeah. Nearly choked on it. Felt like I was gargling acid..." she said, shivering.

Mitta frowned. "I hate to be a downer, but there's still Masky Pegasus to worry about."

"No, there isn't," said Spitfire, coming into the club and dragging the tied up, struggling Masky with her. She smirked. "After I finished showering the city with Zecora's sleep potion, I caught this loser trying to sneak away. Considering he was acting burned by the puddles, I figure he was in on all the problems."

Engineer nodded. "Good catch, ma'am," he said. "The Captains will want to have a little chat with this critter right here."

Spitfire nodded. "There's just one thing, though," Spitfire said. "Everyone that the potion affected is still out. And in the places that didn't get the potion rain, they're probably still fighting. How do we reverse it?"

Masky Pegasus went silent, not wanting to say anything. As Engineer and the Doctor thought, Pinkie Pie piped in with her idea. "Well... A song sung by a Nightmare hurt people, maybe a happy song from a normal pony or two will make everypony feel better?"

"You have something in mind?" Mitta asked, curious.

Pinkie Pie giggled. "Yeah, I think I do," she said, looking over at Scout, who was starting to grin. "And I think Scout knows as well, since he was sharing my brain just a little bit ago. Wanna sing with me?"

Scout chuckled. "You betcha."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_A few minutes later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scout and Pinkie Pie both finished setting up the microphone. Vinyl and Octavia sat by each other, nuzzling affectionately, while Engineer, Rarity, Spitfire, and the Doctor watched the goings on curiously.

Masky Pegasus had been gagged and bound to the point where he couldn't even move, much less disturb the song.

The pink Earth pony and blue pegasus looked at each other, grinning, and began to sing into the enchanted microphone, first Pinkie, then Scout, and then together in perfect harmony. Rarity grinned widely when she realized precisely WHAT they were singing, the microphone's creating instrumental accompaniment for them.

"We're Scout and Pinkie Pie

And we are here to say

We're gonna make you smile

And we will brighten up your day

It doesn't matter now

If you are sad or blue

Cuz cheering up our friends

Is just what we are here to do!

Cuz we love to make you smile, smile smile!

Yes we do!

It fills our hearts with sunshine all the while!

Yes it does!

Cuz all we really need's a smile, smile, smile

From these happy friends of ours!

We'd like to see you grin.

We'd love to see you beam.

The corners of your mouth turned up

has always been our dream.

But if you're kind of worried,

And your face has made a frown,

We'll work real hard and do our best

To turn that sad frown upside down!

Cuz we love to make you grin, grin, grin!

Yes we do!

Bust it out from ear to ear!

Let it begin!

Just give us a joyful grin, grin, grin!

And ya feel us with good cheer!

It's true some days are dark and lonely.

And maybe you feel sad?

But we will both be there to,

Show you that it isn't that bad!

There is one thing that makes us happy,

And makes our whole lives worth while!

And that's when we talk to our friends and get them to smile!

We really are so happy

Your smile fills us with glee.

We give a smile, we get a smile

Precious treasures to see

Cuz we love to see you beam, beam, beam!

Yes we do!

Tell us what more can we say to make you see,

That we do!?

It makes us happy when you beam, beam, beam!

Yes it always makes our day!

Come on everypony

Smile, smile, smile!

Fill our hearts up with sunshine,

Sunshine!

All we really need's a smile, smile, smile!

From these happy friends of ours!"

The song was just so happy, so joyous, that Mitta, the Doctor, Engineer, Rarity, Octavia, Spitfire, and Vinyl couldn't help but join in, singing as well.

"Come on everypony

Smile, smile, smile!

Fill our hearts up with sunshine,

Sunshine!

All we really need's a smile, smile, smile!

From these happy friends of ours!"

And as they sang, Scout and Pinkie Pie went into the finale, the others joining in the last.

"It's the perfect gift to see!

It's a smile as wide as a mile!

To make us happy as can be!

Smile!

Smile!

Smile!

Smile!

Smile!

Come on and Smile!

Come on and Smile!"

And all across Equestria, and even into the parts of the dragon lands and Griffhala that had been affected by the spell, everyone who had suffered from the evil musical magic woke up from their spell.

They had won.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The next day..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"No casualties in any of the effected areas," Barricade said, sighing in relief as she read the report sent from Canterlot. "Lots of injuries, but nothing critical."

"Nobody died," the Doctor said, "I call that a win."

"A definite win," Twilight agreed, nuzzling Spike, who blushed with embarrassment, just glad that it was all over. "I'm gonna check on Rainbow Dash and Sniper. You okay here by yourself?" When Spike nodded, Twilight kissed him on the forehead, heading over to Fluttershy's, where she last heard that they were.

To her surprise, though, when she got close enough, she heard an all-too familiar song.

"Hush child,

The darkness will rise from the deep

And

Carry you down into sleep."

Twilight burst through the door, startling Fluttershy, who had been doing the singing. Engineer, Spy, and Pyro were there as well. She stared in confusion, Sniper looking back at her in amusement.

"It's all right," Engineer said. "Sniper and Dash both wanted to run a test."

"A test?" Twilight asked, confused.

"To see if it was the song or the magic that was responsible for every," Sniper said. "Thankfully, it wasn't the song, so it's not gonna cripple us if we ever hear it again."

"It's still a creepy song," Rainbow Dash muttered.

Twilight frowned. "I guess that makes sense..." she said. She noticed Spy in the corner, looking somber. "Actually, since I have you here, Spy, may I ask you something?"

"About what happened yesterday," Spy said, nodding.

Twilight nodded. "Zecora said that she was attacked by Chrysalis. How did you get away from her?"

Spy grimaced, clearly unhappy talking about what he felt was sensitive information in front of everyone, but sighed. "...I made a deal with her. One favor in exchange for releasing Zecora and returning the herbs she had stolen." He shook his head. "I'm worried that I've been compromised. She knew who I was, knew WHAT I was... I could feel her thoughts in my head..."

"Can you feel them now?" Twilight asked.

Spy thought for a moment, and shook his head.

Twilight smirked. "Then you may not be as compromised as you think. I actually have been planning in case Chrysalis ever tries for revenge," she said, explaining her plan.

Fluttershy went wide-eyed. "Oh my..." she said softly.

Rainbow Dash grinned. "My my, you've developed a vicious streak," she said.

Twilight snorted. "She tried to brainwash my brother into being food and left my favorite foalsitter to die on their wedding night. I am NOT messing around with her if I ever see her again."

Engineer nodded. "A sound plan," he said, Pyro nuzzling up against him idly.

Twilight nodded. "I'm glad you think so," she said. "Listen, I also wanted to check on Zecora as well. Anypony know where she is?"

Pyro gestured into town. "Last I saw Rarity was taking her to the spa," she said.

Twilight nodded. "Okay, thank you," she said, teleporting away in a flash.

She reappeared just outside a hottub, where Rarity, Zecora, and surprisingly Applejack were all relaxing. "You feeling any better today?" Twilight asked.

Zecora nodded. "The weakness in me is almost gone," she said. "I'll be fully renewed before very long."

Applejack smiled. "Ah wanted to make up for seemin' like ah didn't trust her, yesterday. Me'n Rarity chipped in the funds, so we're treatin' her to some fancy food and relaxation today."

Zecora shook her head. "There is nothing to forgive. You just wanted those you love to live. I just did what I could to ease their pain, and give the time to stop the evil refrain."

"Nevertheless, your potions averted a potential disaster, today," said a voice from the doorway. Harbinger stood there, smiling. The four mares smiled at him as he came up to the edge of the hot tub. "Zecora. Your potions will provide a much needed defense against Smooze related attacks in the future. You have tremendous knowledge of how to counteract it."

Zecora sighed. "In Zebrica there is a river of Smooze. I've been forced to learn a lot about ooze. In fact, countering the Smooze is part of how I earned my Cutie Mark," she said in her rhythmical way.

Harbinger nodded. "Well, in this instance, I come bringing word from Princess Celestia herself. She would have come herself, but she is attending to her sister's recovery."

"How are you doing, Captain?" Rarity asked. "You were just as affected by the musical spell as everypony else was."

Harbinger chuckled. "I'm not back at my top speed yet, but I will be," he said, turning back to Zecora. "And you... by order of the Princess, you are hereby awarded the Equestrian Medal of Honor for your aid in helping avert this catastrophe." He pulled a medal out of his saddlebag and put it over Zecora's neck, the zebra blushing.

Applejack grinned. "You deserve it, Zecora," she said.

Rarity and Twilight both nodded in agreement.

Zecora grinned. "I thank you, yes, this much is true... I'm glad you all trust me as I trust you," she said. And then she gasped, a ring of light forming around her neck, coalescing and forming into...

...a necklace. A golden necklace with a circular diamond, with onyx in the shape of Zecora's Cutie Mark lining it.

The zebra looked down on it in shock. Harbinger smiled. "And it seems that you have been rewarded for your trust. Zecora, Element of Harmony. Bearer of the Element of Trust."

Rarity hugged her tightly. Applejack chuckled. "Welcome to the club officially, Zecora."

Harbinger smirked. "This is a good day," he said. "Now where's Pinkie Pie and Scout? I wished to check on them, to see how they are doing."

From down the hall, came an angry cry. "C'mon, Aloe! We just need two hairdryers! It's not like you don't have ten more!" Scout said in response.

Pinkie Pie giggled. "And I promise that there's a 70% chance they'll be intact by the time we're done with them and return them!"

There was another angry cry, followed by laughter from Scout and Pinkie Pie, the two of them dashing down the hallway past Harbinger, Aloe chasing after them wielding a hairbrush like a dagger.

Harbinger stared.

Twilight chuckled. "The two of them pretty much picked up where they left off," she said.

Harbinger cringed. "Do I even want to know?"

"No," Applejack, Twilight, and Rarity said at once. Zecora just shook her head, chuckling.

Harbinger laughed. "A rather interesting group of heroes we've gathered," he said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

_A place Mayor Mare decided she'd rather not know about..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_TwO_, Masky Unicorn said telepathically. _yOu hAd TWO NiGhTmArEs._

_ I cAn ExPlAiN... _Masky Pegasus stammered, struggling in his bonds.

_TWO. AnD yOu __**LOST!**_

_PlEasE_, Masky Pegasus begged.

_No. YoU wIlL rEmAiN uNtIl I fEeL yOu HaVe BeEn PuNiShEd EnOuGh, _Masky Unicorn said, withdrawing from Masky Pegasus's mind.

The door opened, Masky Pegasus blinking in the light. Barricade and Harbinger walked into the dark, featureless, windowless room, smirking.

"Well well. Time to begin, I think," Harbinger said.

_Do YoU tHiNk YoU fRiGhTeN mE? _Masky Pegasus snapped.

Harbinger and Barricade traded amused looks. "True," Harbinger said. "Even with our ages put together, we are probably nowhere near as ancient as your master."

Barricade grinned cruelly. "But you'd be surprised what we mortals can learn in our short times alive."

Masky Pegasus shivered.

Harbinger smirked. "Now. Let's have ourselves... a friendly little chat."

_**TO BE CONTINUED...**_


	13. Sandvich and Me

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 13: Sandvich and Me**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts four days after the events of the previous chapter. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Books and Branches Library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Hnh," Twilight said, looking over the mail. "Just got word from Mitta. She's doing fine as the new Mare-Do-Well. Vinyl and Octavia are recovering nicely as well."

Medic chuckled, sipping tea, Archimedes Jr. sitting on his head. "Vell, zat is somezing at least. Zere seem to be no negative after-effects here ozzer zan Rainbow Dash being perpetually grumpy."

"Well, can you blame her?" Derpy said, munching on the muffin Twilight had given her. "First blinded, then that terrible song..."

Twilight frowned. "Sparkler's doing okay though, right?"

Derpy nodded, sighing and smiling. "My amethyst star... She's a strong one. She's just sad that it affected her so badly..."

Medic quirked an eyebrow. "Und are YOU all right, Fraulein Derpy? When Spy brought in ze cloud, she vas on ze verge of cutting your throat."

Derpy closed her eyes. "Spy and Zecora stopped it, and Pinkie Pie and Scout made it all better. That's all that counts," she said softly, her tone clearly stating that she was done talking about it.

Medic quirked an eyebrow, and nodded. "Fair enough. Onto a new topic, zen," he said. "Vhich of ze two remaining Lost Elements of Harmony do you think you are?"

Derpy choked on her muffin, blushing. "Well, I..." she stammered.

Twilight saved her by saying, "Whichever she is, Love or Hope, I'm sure she'll make a fine Element of Harmony."

Derpy smiled gratefully at her, finished off her muffin. "Anyway, I should get going, finish making these deliveries," she said.

Twilight nodded. "All right," she said. "And thanks for staying for a while."

Derpy smiled. "No problem," she said. "We're friends, right?"

Twilight just smiled, Derpy waving as she flew off to complete her route. Twilight sighed.

"Judging by zat," Medic said, putting some seeds in a bowl for Archimedes Jr., "I can guess zat you didn't really consider her a friend before."

Twilight nodded, embarrassed. "Yeah... I mean, I knew OF her, but beyond the fact that most people consider her a good mother, but beyond that..."

Spike chuckled. "You forgot the fact that she's also the clumsiest pony in Ponyville," he said from where he was organizing books.

Twilight gave her assistant an irritated look. "She's gotten a lot better since the city hall incident," she said.

Medic quirked an eyebrow. "'City hall incident?'" Medic asked.

Twilight sighed. "Derpy... she likes to play with stormclouds. She's also easily distracted when doing ANYTHING not involving her kids."

Medic chuckled, getting the idea. "Say no more," he said. " I am suddenly reminded of ze time Soldier decided to write his name in the side of a mountain."

"That doesn't sound so bad," she said, going over to the table.

"He vas doing it vith his verdammt rocket launcher," Medic groused, watching Archimedes Jr. eat. "He's just lucky zat ze avalanche he started never reached ze base."

Twilight stared for a moment and shook her head. "He seems rather... unusual..."

Medic sipped his tea. "Somezing broke inside him years ago," he said. _I can relate... _he thought to himself.

At which point Pinkie and Scout appeared out of a row of bookshelves, startling Spike and causing him to fall off the ladder he was on.

"Stop doing that!" he yelled, rubbing his head as Twilight ran over to check on him.

"Sorry," Pinkie said, producing a chocolate cupcake for him and blushing with embarrassment. "Anyway, Twilight, can we actually borrow this ladder?"

"Yeah," Scout said, "We need it for this thing we doin.'"

Twilight frowned. "I kinda need it," she said.

"We're not gonna keep it," Scout said, "We just need it for the day."

Twilight hesitated for a moment, and sighed. "Fine, fine... Just remember to bring it back. UNDAMAGED," she said.

"Okey dokey lokey!" Pinkie Pie said, grinning. She and Scout grabbed the ladder and dragged it back into the bookcase, disappearing again.

Spike grumbled, declaring he was going to go play with Owlowiscious and Peewee. Twilight let him go, since his chores were done anyway.

Medic stared. "...Zat vas interesting. How did zey appear in ze bookshelf like zat?"

Twilight shrugged. "I've long since given up trying to figure out how Pinkie does what she does. Keeps my stress levels low," she said.

Medic shook his head. "And she's taught it to Scout now," he said, chuckling. "Oh dear. Poor Engie will probably have an aneurism trying to figure zis out." 

Twilight frowned. "Do you think it's possible I could convince him to stop?" she asked.

Medic shook his head. "Nein. He's ze type who likes to understand zings. It will be a vhile before he gets frustrated enough to quit."

Twilight shrugged, a worried look on her face. "Well, I hope he can realize that he needs to leave it alone soon," she said. "Pinkie's... 'abilities' are weird, but not worth making your head explode about."

Medic snickered. "I'm just surprised zat zere is not a spell to trade minds vith Pinkie," he said. "Zat way you could experience her abilities yourself."

Twilight quirked an eyebrow. "There is, but I'm not going to use it," she said.

Medic blinked. "REALLY now," he said, interested.

"Two reasons," Twilight said. "First one, it's too risky. The transfer has a chance of being permanent if the body that cast the spell, mine, doesn't cast the return spell right. Second, there's a possibility that our abilities would transfer along with our minds, turning Pinkie's body into a unicorn and mine into an Earth pony's. There's been a lot of research done on Cutie Marks and its shown that they're directly linked to the mind and soul of the pony that caused it to appear."

Medic nodded, fascinated. "So if one were to, say, take a skin graft zat had someone's Cutie Mark and put it on anozzer pony..."

Twilight frowned at him. "...Then the Cutie Mark would disappear. Why are you asking that?"

Medic sipped his tea, taking mental notes. "No reason," he said. "Just medical curiosity."

_Note to self: Talk to Heavy later, _Twilight thought. "Uh huh..." Twilight said. "So... How did you get your start in the medical profession?"

Medic gagged on his tea, caught off-guard. He composed himself after a moment, and said, "Before I answer zat, Fraulein, I must ask you something: do you remember ze answer I gave vhen you asked me vhy I vanted ze anatomy books?"

"Yes..." Twilight said.

Medic quirked an eyebrow. "Next question," he said. "Did you enjoy ze nightmare inflicted upon you?"

"Of course not," Twilight snapped.

"Zen never ask me about my past before ze var games ever again," he said. "Zome horror stories are best left forgotten..."

Medic returned to his tea, sipping it softly, Twilight staring at him worriedly.

Before she could pursue the thought any further, though, Trixie stuck her head in the door.

"Just giving you a heads up," she said. "A pair of idiots I know named Flim and Flam are here."

Twilight gagged. "Those two again? What do they want?"

"Ah, so you're familiar with their ever-so-popular seventy-five, twenty-five scam," she said. "That explains the lawyer..."

"What?!" Spike said. "Why do they have a lawyer?"

Trixie shook her head. "Trixie isn't sure, but they have that confident,'I just won' look on their faces," she said. "You've met those idiots before?" 

Twilight nodded, gathering some law books into her saddlebags. "Yeah. They challenged the Apples to a cider making contest."

Trixie facehoofed. "And let me guess. They bet their farm on it," she said. When Twilight nodded. "All right, Trixie thinks she knows where they are going with this. Come on."

Medic frowned, setting down his tea. "Vhat's going on?"

Twilight shook her head, Spike hopping onto her back. "I'll explain on the way. Let's go."

As they ran to Sweet Apple Acres, Twilight quickly explained the Flim Flam brothers to Medic. Medic became increasingly grumpy as he heard the story, irritated with these two already.

When he actually got there, and saw them for the first time, his irritation blossomed into full-blown disgust.

The two looked like carnival barkers, clad in blue vests and straw hats. Mustachioed Flam was playing an old piano, smooth-faced Flim laying on top of it like a lounge singer as the Apple family looked at a court document with horror on their faces, Barricade looking with them and looking like she desperately needed a drink.

"What's going on?" Twilight said.

"T-Twilight..." Applejack stammered. "T-This thang..."

"It says that because we actually lost the bet, the Flim Flam brothers can legally claim the farm!" Apple Bloom said.

"WHAT?!" Twilight said, coming over to look at the document. "Let me see that!"

The BLUs, along with Rainbow Dash, who had come with Sniper, and Sweetie Belle and Scootaloo, who had been playing with Apple Bloom earlier, all gathered around as well, looking at the document. Several other ponies were arriving as well, recognizing the sound of the Flim Flam brothers' piano music.

Twilight paled as she looked the document over, a look of dismay coming to her face.

"You see the date the law was made, then?" Barricade said.

"Yeah..." Twilight said, her voice hoarse.

"Twilight..." Rainbow Dash said, "What's going on?"

Twilight gulped. "Due to her guilt over what she did to Princess Luna to stop her from creating Eternal Night, Celestia went through periodic bouts of severe depression. There... There was a brief period of fifty years that Princess Celestia spent... completely drunk."

Demoman blinked, impressed. "Fifty years non-stop?" he asked, whistling.

Twilight nodded. "Yeah... She spent it drinking to try and forget what she did to her sister, and made... lots of stupid mistakes. Including sleeping around with any stallion or mare that was interested and also... also signing several laws into effect that she probably shouldn't have. She's been trying to get rid of them ever since. She still hasn't identified them all..."

Applejack grimaced. "Well, looks like we found another one t'be repealed..."

A tired-looking lavender unicorn stallion with a red mane came up to them, his Cutie Mark a paragraph of several lines of tinily written legalese. "Mrs. Smith," he said, addressing Granny Smith directly. "My name is Fine Print... As much as I share your distaste for the brothers, they do have a legitimate claim on the farm. Under the Bet Properties Act, since you didn't actually win the competition, Sweet Apple Acres as a whole belongs to them." 

"You can't do this!" Rainbow Dash said. "Sweet Apple Acres belongs to the Apple family!"

"Legally, it doesn't," Flim said, grinning viciously. "But we are kind. We'll give you two weeks to clear off of our property."

"All a part of the generous deals of Flim and Flam! ALWAYS bringing opportunity to your very community!" Flam cackled.

Applejack, Big Macintosh, Apple Bloom, and Granny Smith all glared at the two of them. But none of them could think of a way out of it.

Sniper, hesitantly, came forward and quietly said to Applejack and Big Macintosh, "I would like to take this time to remind you that I am a professional assassin, and a damn good shot. Ice arrows right between the eyes, quick and clean, and they'll melt long before any forensics expert can get to the bodies..."

It was a testament to their desperation that the two Apples even considered Sniper's offer.

And then Trixie spoke up. "Trixie really doesn't see the issue. It's not like they'll be able to do anything with it," she said, looking honestly perplexed by the situation. The others gave Trixie incredulous looks.

Flam smirked, and stopped playing. He went over to Trixie, and said. "I remember you, showmare," he said, idly stroking his mustache. "You were the one responsible for that disastrous show in Canterlot, yes? Great job in getting those two numbskulls to get an Ursa Major to attack."

Trixie just smirked at them. "And I remember the two of you," she said. "You both were running a scam in Neighpon for a good long while. Tell me, did you manage to get away from that Geisha madam without being gelded? That was a rather large katana she was wielding..."

Flam scowled. "Obviously we did," he said, Flim coming up to support him.

Twilight blinked. "Trixie, you've been to Neighpon?"

Trixie nodded. "Trixie is well-traveled, my dear Twilight Sparkle," she said, smirking. "But that's a story for another day."

"An irrelevant one," Flim said. "We have the farm now! We have the Zap Apple trees!"

"And it comes down to those famous Zap Apples again..." she said. "Trixie admits that she has never tried any Zap Apple products, but that's not the point at the moment."

"Trixie needs to stop referring to herself in the third person," Rainbow Dash muttered, "as it's REALLY annoying."

Trixie gave Rainbow Dash a dirty look, rolled her eyes, and continued. "The point is this: Granny Smith, where is the Zap Apple grove located?"

Granny Smith gestured. "Over there, about a mile along that path into the Everfree Forest," she said.

Mayor Mare blinked, grinning as she realized where Trixie was going with this. "...And barring the area Zecora's claimed as her homestead, the Everfree Forest is public land. And as such is controlled by the government. In this case, ME."

"WHAT?!" Flim and Flam said, looking to Fine Print, who began quickly leafing through a book in one of his saddlebags.

"...That's true, actually," he said, finding the passage and pointing it out to them. "Everfree was decreed to be public land 800 years ago by Princess Celestia herself, local areas of it controlled by the local government."

Mayor Mare nodded. "And since I have the authority to decide what to do with the land, I'd be more than willing to lease the Zap Apple Grove to the Apple family for say... three Zap Apple pies and four jars of Zap Apple jam each season?" she inquired.

Big Macintosh quirked an eyebrow. "Two pies and three jars," he said.

Applejack glared at him. "You're haggling NOW?" she asked incredulously. Big Macintosh just smirked.

"I can live with that," Mayor Mare said, licking her lips delightedly at the thought of the pies.

Flam sputtered angrily. "She can't do that! Can she?!" he said, turning to Fine Print.

The lawyer nodded. "She can. It's the law."

Flim fumed. "Well, you still have to go through our land to get them! And we won't allow trespassers." 

Zecora, who had just arrived, wasn't familiar with the Flim Flam brothers. She had been quickly filled in by Spy, however, and knew how to counter what Flim just declared. "A path from my land leads to the Zap Apple grove. I will gladly let them through this simple alcove," she proclaimed.

Apple Bloom went up to Zecora and hugged her. Applejack sighed in relief. "All right... There's that at least..." she said.

Flim snarled. "But we still own the property! We still own the apples! Our cider, our apple products... We'll make a fortune with them!"

"Not in any of my stores, you won't," said Filthy Rich, who had arrived around the same time as Zecora. He glared at the two scam artists. "I've heard of you two. You nearly put one of my stores out of business with your scams. My greatest regret is that I wasn't in town when you showed up the first time, otherwise I would have warned the Apples not to take any of your bets. My selling contract is with the APPLE FAMILY. Not you. I won't let any of your apple products in ANY of my stores in ANY part of Equestria! And I'll warn other chains about you as well."

The Apples all traded hopeful looks. This was starting to go better than they thought. And the aghast expressions on Flim and Flam's faces was simply priceless.

"Wow..." Twilight said softly, grinning widely.

Rainbow Dash snickered. "I truly wish I could see the looks on their faces right now."

Scootaloo sidled up to her. "Featherweight's brought his camera here. I can get him to take pictures of the looks on their faces for when you get your sight back, Rainbow Dash," she suggested.

Rainbow Dash grinned, hugging her. "Ah, that's a great idea! You're the best, Scoots," she said.

Scootaloo squeed in delight and went off to talk to Featherweight, the photographer more than willing to cooperate.

Flim and Flam turned to glared at Trixie, who was just smirking. Flim's snarled, and swatted her hat off. Trixie frowned, and picked her hat up again, dusting it off and putting it back on.

Thunderlane, who was watching nearby, shook his head. "I don't know why she bothered," he said to Blossomforth. "Hats are stupid anyway."

If looks could kill, the glares the nine members of BLU sent Thunderlane's way would have liquified him on the spot. Thunderlane eeped and hid behind Blossomforth.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The nine members of RED glared at the spot where the BLUs had vanished, angrily turning their gazes towards that empty space.

One problem, though.

"...Why are we glaring at this spot again?" RED Spy asked, confused.

"...I do not know," RED Medic admitted. "It... For a moment, I thought I heard someone insulting hats..."

"At least there's no more bloody music..." RED Sniper muttered.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Pony world..._

_Sweet Apple Acres..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Trixie just laughed. "Oh boys boys boys..." she teased, strutting about. "It seems that you've done what you've always done this time. Or rather, FAILED to do."

Flam rubbed his temples and sighed. "And what, praytell, did we forget to do?"

"Do your damn research," Trixie said. "Know your audience. I knew that there'd be plenty here who couldn't resist being challenged when I first came here, and that's why I chose to come to Ponyville that first time. Let me guess: you heard about the Zap Apple grove and decided to go for your usual routine? Fools. If you had done your research, you would have turned your cart around and forgotten Ponyville existed. Applejack and her circle of friends alone have more connections than you two idiots, all of which can stop you COLD."

Flim glared at her. "Connections? In THIS podunk little town?"

Trixie looked over to Applejack, Twilight, and Rainbow Dash, seeing that they had been joined by Fluttershy, Rarity, Derpy, and Pinkie Pie.

"Indeed. I've learned even more about them since coming here." She looked at the gathering, and nodded. "Well, let's leave out the obvious fact that they're the ELEMENTS of HARMONY, and start with the Apples," Trixie said, strutting around them. "They are literally everywhere. Go to any town in Equestria and you'll find a member of their family. You literally cannot swing a cat anywhere in Equestria without an Apple catching the cat and telling you to stop hurting the darn thing."

"_I _would tell you to stop hurting the poor kitty," Fluttershy muttered.

Spike smirked. "That metaphor sounded better in your head, didn't it?" he said, Scout snickering.

Trixie grinned weakly. "Maybe a little..." she admitted, coughing and turning back to the Flim Flam brothers, who were glaring at her in frustration. "The point is this: Even IF you have Sweet Apple Acres, all Applejack and her family have to do is contact a relative. You'll find yourself facing towns EVERYWHERE that KNOW WHO YOU ARE AND WHAT YOU HAVE DONE, and thus unwilling to do business with you."

Flim and Flam traded worried looks, having not considered that possibility.

Trixie smirked. "Next, the lovely miss Fluttershy," she said. Fluttershy squeaked and tried to hide, but Rarity gently coaxed her forward.

"Um... hi," she said.

Flim snorted. "That mouse? What possible connections can she have?"

"Her mother is the Captain of Canterlot's Pegasus Guard," Barricade rumbled, turning her deadly Glare on the two of them, the brothers wilting under her gaze. It was only then that they realized how much Fluttershy looked like her mother.

Trixie snickered. She was on a roll. "I was actually going to bring up her connections to Photo Finish before her, but honestly, Barricade is bordering on overkill," Trixie laughed. "And of course, Rainbow Dash, blinded currently, but still one of the hottest prospects for recruitment into the Wonderbolts." she said

"Wait, really?" Rainbow Dash asked, grinning excitedly.

Trixie continued without missing a beat. "And she's also the town's weather manager. I'd like to see you grow apples if you never get any rain." 

Rainbow Dash blinked. She had never considered that she'd be able to do THAT...

Flim and Flam went wide-eyed. They began talking amongst themselves, trying to figure out something.

"There's also Rarity, who is a top fashion designer and has lots of connections in Canterlot, including Prince Blueblood and Fancypants," Trixie said, gesturing grandly to Rarity.

Flim gagged.

Rarity looked thoughtful for a moment. "Well, I do have a good relationship with Fancypants... And while Blueblood and I despise each other, we do have a professional working relationship..." she said.

Trixie grinned evilly under her hat. "And then we have Pinkie Pie," she said.

"Yep, that's me!" Pinkie chirped.

"Greatest party planner in Equestria, famous throughout the country," Trixie added.

"And I also work for the Cakes, who make the best pastries in Equestria!" Pinkie said, giggling.

"She's also friends with the famous DJ, Vinyl Scratch, who is dating the famous cellist Octavia, who is the granddaughter of Harbinger, the Captain of the Earth Pony Guard. (He's also in town, by the way.)"

Flam felt dizzy. They had encountered people with connections before, but never this many at once.

Trixie smirked, preparing the finishing move. "And finally, we come to Twilight Sparkle. Regarded by some as the most powerful unicorn in Equestria. (Not by me, but let's not quibble.) She is the personal student of Princess Celestia, with a direct line to her through her dragon's magic flame, and her brother, Shining Armor, is the Captain of the Unicorn Guard. Her sister-in-law, Princess Cadence, is the ambassador to the Crystal Empire."

Twilight blushed. "I'm not that powerful..." 

Trixie smirked at the two Flim Flam brothers, who by this point looked as if someone had dropped a steam roller on them and then pummeled the steam roller until it exploded all over them. She grinned wickedly.

"There's more?" Flim muttered.

"It's pretty much overkill at this point. But in case none of these other things I've mentioned intimidate you, connections which can EASILY stop you in your tracks, there's also the nine professional killers that have recently moved into town and are quite fond of the Apples."

Flim and Flam blinked. "What?" the said, confused.

Trixie nodded. "They figured out where I was going with this and are currently standing behind you."

Flim and Flam turned... and then looked up, finding themselves staring at the massive Heavy.

Heavy grinned. "Let us wrestle, leetle men!" he rumbled.

The brothers shrieked, and backed away. Right into Pyro.

She gave them her most demented, savage grin. "Will you be my friend?" she said, an aura of flame surrounding her.

The brothers shrieked even louder.

The other BLUs swarmed around them, just grinning at them, leaving the two brothers in a panic.

Finally, Flim fainted, one hoof on his forehead as he lay in his brother's arms like a maiden.

Scout snickered. "Well, that was nothing short of pathetic," he said.

Flam glared at him, and then turned his gaze to Trixie. "...We never had a chance here, did we?" he said, smiling weakly.

Trixie sneered. "You were outclassed from the word 'go.'"

Flam sneered, and turned to the lawyer. Fine Print shrugged. "Your choice," he said. "You have the farm, but legally, the six of them can use their connections to basically shut you down in a month, if not a week, if you take into account what Mr. Rich and the Mayor said. Plus, I don't want to get anywhere near those nine blue ponies surrounding you at the moment. I'm pretty sure they can squash me and leave nothing left." He sighed. "Honestly, I'd give up your claim on the farm. This is lose-lose all around for you."

Flam sighed, and put his unconscious brother on the piano, giving up. "Fine, fine. Keep your damn farm," he said. He turned to Trixie, and added. "This round to you, showmare."

"This and all others to come," Trixie cackled. As Flam pushed the piano and his brother back to his cart, Trixie turned to the crowd, and said, "I am the Great and Powerful Trixie!" She then broke into song.

"So let me entertain you,

let me make you smile.

Let me do a few tricks,

some old

And then some new tricks.

I'm very versatile.

So let me entertain you,

and we'll

have

a REAL

good

time!"

The crowd burst into applause. Applejack, Apple Bloom, Granny Smith, and Big Macintosh practically piled onto Trixie, so grateful were they for chasing off the Flim Flam brothers.

"Trixie, y'all done saved the farm!" Applejack said.

"How can we ever repay you?" Granny Smith said.

"By getting off..." Trixie gasped, pinned underneath the pile of ponies. "I can't breath..."

The Apples quickly picked themselves off of Trixie and helped her up... only for Pyro to tackle her back to the ground with an affectionate hug.

"That was AWESOME, Trixie! You didn't even have to incinerate them!" Pyro chirped.

Trixie started to protest, but before she could, Pinkie Pie joined in the hug as well. Trixie facehoofed. "I give up," she muttered.

The others chuckled, and helped the showmare up again.

Granny Smith grinned widely. "Miss Trixie, y'all helped save our farm. Yer gettin' a big ol' Zap Apple pie when the season comes around, all to y'self."

Big Macintosh nodded, blushing a little. "And yer more than welcome t'have dinner with us tonight. We'll make up somethin' real special for helpin' get rid of those two."

Trixie looked the blushing Big Macintosh over, and smirked. Applejack took in the blush on her brother's face and the look on Trixie's face and sighed. Trixie did do them a great service today, so she'd let it go for now.

The lawyer came up to them. "I apologize," he said. "I knew those two are scum, but they paid me in full, so I had to do my job to the best of my ability."

The gathered Apples hesitated for a moment, before Apple Bloom came forward, smiling. "Well, shucks. Y'all were just doin' yer job, right? It wasn't personal."

Fine Print nodded, smiling. "Anyway, I should be getting back myself. It was a pleasure meeting you," he said.

The lawyer left them, and the other gathered ponies began to disperse, Engineer, Heavy, and Trixie heading back to the farm with the Apples. Barricade excused herself, Rainbow Dash briefly conversed with Scootaloo, who went off with Featherweight to get the pictures developed, while Sweetie Belle stuck with the remaning BLUs and Elements as they walked back to town.

"Well, that went better than I thought it would," Twilight said.

"I still can't believe they'd be mean enough to try and chase the Apples out of their home like that!" Derpy said.

"Believe it," Rainbow Dash muttered. "Those two are pure scam artists..."

"Is there really a route to the Zap Apple grove near your hut, Zecora?" Fluttershy asked.

"Truthfully, I'm not sure if there is or not. But it certainly helped them to say so, did it not?" Zecora said, everyone chuckling.

Rarity smiled. "It was a masterstroke, Zecora dear, well done," she said, a big smile on her face.

A smile that dissolved the instant she noticed her parents waiting on the path ahead of them.

"Oh! Mother! Father!" she said, forcing a grin on her face. "Hello, good to see you!"

Rarity's father chuckled, going over to give Rarity a big hug. The white stallion was wearing a sombrero and a Hawaiian-style shirt, his Cutie Mark a trio of American footballs, the mustache on his face reminding the BLUs uncomfortably of the boorish Saxton Hale. "Oh, it's good to see you again, Rarity. You stop by so rarely!" he said, his voice holding absolutely no trace of the refinement that was in Rarity's voice. He blinked, and chuckled. "Heh. I guess that makes you a 'rarity' in more ways than one!" He guffawed at his joke, his wife tittering as well.

Rarity's mother smiled. The pink unicorn mare, her purple hair bound up in a beehive, was wearing a garish, almost neon blue shirt and white pants. "Oh, Magnum, you're such a kidder," she said, her voice even more boorish than her husband's. "But you've told us so much about these new friends of yours, we just HAD to meet them for ourselves!"

Rarity giggled nervously. "Well... Heavy and Engineer aren't here, but... well, this is Sniper, Pyro, Medic, Scout, Demoman, Spy, and Soldier."

The BLUs all politely greeted the two of them.

Rarity's father chuckled. "Wow, aren't you the eclectic bunch?" he commented. "And here me and Marsha were worried that our cute little girl wouldn't get any men in her life, what with that little rebellious phase in college and the mess with Prince Blueblood."

Twilight gave Rarity a curious look. Rarity, not taking her eyes off her parents, mouthed the word 'later.'

Marsha came up to Zecora, looking her over. "And this must be the lovely Zecora," she said, her expression smiling, but uncertain.

Zecora smiled. "Yes I am, as you can see. To meet you is a great pleasure for me," she said, nodding politely.

Rarity nodded. "Yes. She's been a great help to us. And as it turns out, she's one of the bearers of the three lost Elements of Harmony, the Element of Trust."

Marsha nodded, relaxing a little. She put a hoof on Zecora's shoulder and said, "Well, in that case, let me just say that you are a fine credit to your herd."

Zecora's jaw dropped in shock. Rarity groaned, facehoofing. Sweetie Belle giggled nervously, understanding how inappropriate that comment was. Demoman glared at Marsha and Magnum, while everypony else just stared at the two of them with aghast expressions.

Neither of them noticed. "Anyway, we managed to reserve that fancy restaurant downtown all to ourselves. We wanted to treat you all to one of my special dinners in honor of all you've done for Ponyville since you've been here," Marsha said.

Rarity's expression became a mix of terror and sheer disgust.

"And I really want to talk to you about your intentions for my Rarity," Magnum said, sidling up to Spy with a stern, fatherly look on his face.

Spy regarded him with an even expression. "I assure you, ze arrangement is temporary until our own facility is finished," he said. "And besides, my romantic attentions are focused on Zecora."

Magnum stroked his chin thoughtfully. "Prench, eh..." he said, recognizing the accent. "Well, I still want to talk to you, stallion to stallion."

"Fair enough," Spy said. _You are a boorish blithering idiot, _he thought.

"Sweetie Belle," Marsha said, "Would you like to help me with making the lunch for our new friends?"

"Sure!" the filly said, all of the earlier awkwardness forgotten. The two older ponies prepared to leave, Sweetie Belle going with them and waving goodbye to Rarity and the others.

Rarity groaned. "Zecora, I'm terribly sorry for that," she said.

Zecora was still rather stunned. "It is... all right, that much is true. It just caught me off guard that they're so unlike you..."

Rarity shook her head. "It's a rather long story that is filled with embarrassment after embarrassment..."

Scout frowned. "Marsha?" he asked. "Sounds like a human name."

"Her full name is Marsha Mallow," she said, glaring at Scout as he opened his mouth again. "And if you go for the pun about my coloring, I'm going to smack you. I've heard that stupid pun WAY too many times..."

Scout smirked. "I wasn't gonna say anything."

"And what's this about a rebellious phase?" Rainbow Dash asked. "No offense, but that sounds more like something I'd do."

Rarity blushed furiously. "Well... Applejack and I dated briefly," she said.

Scout and Spy grinned widely. "REALLY now," they chorused.

Twilight frowned. "You two? Dating?" 

Rainbow Dash shook her head, chuckling. "Interesting concept..."

Rarity nodded. "I was undergoing one of my many periods of frustration with my parents, and Applejack was attending a business college on weekends... We met, I became attracted to her rather... rustic charm, she apparently liked my looks... And we began dating."

Scout grinned. "So did you and she do it?" he said, Pinkie Pie giggling.

Rarity glared at him. "Yes, actually," she said after a moment, Scout's grin getting wider. She shook her head, and continued. "The physical aspect of the relationship wasn't the problem in the least. To put it in the politest manner possible, I am quite skilled with my hooves, and Applejack is very..." Rarity blushed, smiling at the pleasant memories. "...athletic. She's very athletic."

"But why didn't it work out?" Derpy asked. "The more I think about it, the more I think you two would make a really cute couple."

"Clash of personalities," Rarity said simply.

"Sounds about right," Rainbow Dash, Twilight, Pinkie, and Fluttershy said in unison.

Zecora just smirked, amused by the thought.

Rarity smiled at Derpy. "But I do appreciate the thought, my dear."

Derpy beamed.

Rarity blushed. "I'd appreciate if everypony kept this to themselves," she said. "It was just an old thing that happened years ago." She smiled when everypony agreed to it.

Spy coughed, changing the subject. "At any rate," he said, "It would be interesting to meet your family in full, Rarity. I'm sure your mother isn't that bad a cook. Even Pyro's over-charred concoctions are edible."

Rarity sighed. "Very well, if you insist. Some lessons just have to be learned the hard way," she said.

"If their food is anythin' like their personalities," Demoman muttered, the only one of the group aside from Rarity that wasn't smiling, "Then we're in for a siege, boyos."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Human world..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"And that's the story, Merasmus," RED Soldier said, talking into the crystal ball.

On the other end of the ball, Merasmus frowned, worried. "Odd... I've only heard of the Rainbow of Darkness once..."

RED Soldier brightened. "So you know what it is, then?"

Merasmus hesitated, and shook his head. "...No, old friend. I do not. I have heard of it once before, when a young girl was taken by it. She was eventually returned a broken, maddened wreck, speaking of a demon named Tirek..."

RED Soldier blinked. "A demon? So the Rainbow is demonic magic?"

Merasmus shook his head. "It's hard to say. I would need to study the spot that the BLUs were taken from..." he said.

"How soon can you get here?" RED Spy said, leaning up against the wall, idly smoking a cigarette.

Merasmus stared at RED Spy for a long moment, and said, "In a few days. In the meantime, keep watch for mysterious happenings."

"Such as?" RED Soldier asked.

"Such as the robot currently pretending to be Spy," Merasmus said.

RED Soldier blinked, turning to RED Spy, who just shrugged. "I have no idea what he's talking about," he said.

RED Soldier scowled and stood up, getting right in RED Spy's face. An irritated RED Spy blew smoke in his face. RED Soldier ignored the smoke and poked the Frenchman in the face.

He felt metal.

"SPY IN THE BASE!" he bellowed. The fake RED Spy pulled out a revolver, his disguise fading to reveal a mechanical man designed after the Spy, only colored blue. RED Soldier grappled with the robot, which managed to get off a shot before he pinned it to the ground, putting it in a choke hold.

The Spybot chuckled. "You do realize I have no lungs, don't you? You're not actually hurting me," it said.

"Quiet, maggot!" RED Soldier said.

Soon after, the rest of RED came, finding RED Soldier with the robot pinned down.

"What the blue blazes..." Engineer said, kneeling down to examine the robot, the others staring at it with confusion.

The Spybot's face was not built for expression. But it still gave the impression of being amused. "Gentlemen," it said, "I am Spybot 127, Attacker model. I was designed by one Gray Mann for the purposes of the destruction of Mann Co."

RED Scout blinked. "Gray Mann... wait, like Blutarch and Redmond Mann?"

The Spybot nodded. "Indeed. Gray is the long lost brother of those two idiots, and far more intelligent than the two of them put together. Aside from his one eccentricity, he is far more a Mann than either of them. He was left out of the family fortune after he was taken by an eagle during the Great London Eagle Scourge as a baby, returning and building a massive fortune and technology empire all on his own."

"The third Life Extender..." RED Engineer said, remembering his grandfather's notes. "The more efficient one..."

"Define 'eccentricity,'" RED Spy said, glaring at the robot.

"I and my fellow mechanisms are powered by money," the Spybot said. At the confused expressions on the mercenaries faces, it chuckled, and said, "Our Engineerbots nearly short-circuited themselves trying to figure out how that even worked before they gave up."

RED Engineer was the first to recover. "What is Gray up to?" he demanded.

"I have been sent here to make you an offer," the Spybot said. "When we make our attack, when Gray kills his brothers... Do nothing. We've seen your bank accounts, you have more than enough money to live on for the rest of your lives. Do nothing. Let Mann Co. be destroyed. Go to your families. And never worry about the BLU Team again. You can even get a ride back to your homes in one of our carrier tanks."

Everyone just stared at the robot, stunned. _We could just leave... _they thought.

"DO NOT LISTEN TO HIM!" Merasmus bellowed. "You MUST find the BLU Team! They are more important to you than you realize!"

"Indeed," said the Administrator, who had been listening in. "Do you truly think that I will..."

"BE SILENT, WOMAN!" Merasmus snarled. "BE SILENT, LEST I SUMMON MONOCULUS RIGHT IN THY EVIL FACE!"

Everyone stared at Merasmus, shocked, even the Administrator struck dumb. The wizard shook his head. "I cannot perpetuate the illusion you have forced me to aid in any longer, Helen. I am going to tell them," he said, his voice filled with shame. "Despite all my frustration with Soldier, he is my friend. And he and the others deserve to know the truth."

"You are being payed good money, wizard," the Administrator snarled.

Merasmus snarled right back at her.. "I shall return it all, for I have no need of it," he said. "RED Team, please, do not listen to this wicked mechanism's offer. I will be there in three days. And then I will explain why it is more important than you know that the BLU Team be found and brought back to this world."

The RED Team members traded worried looks. RED Engineer, RED Heavy, RED Sniper, RED Scout, and RED Demoman in particular looked hesitant.

"All right..." RED Engineer said after a long moment. "We'll listen. But this better be damn good."

Merasmus nodded. "That is all I ask," he said.

The Spybot seemed unperturbed. "All right, fair enough. But Mr. Mann's offer still stands," it said.

RED Soldier snarled and ripped open the Spybot's chest with his bare hands, the Spybot letting out a strangled squawk as it shut down.

To everyone's surprise, there was indeed a large wad of cash inside the machine's central power core.

"Huh," RED Scout said, pulling out the money. "That's freakin' weird..." He pocketed the cash.

RED Engineer scowled. "This had better be damn good..."

The Administrator, in her lair, scowled angrily at the wizard's defiance. If he told them the truth, it would make things... inconvenient.

She quirked an eyebrow. _However, it may make them redouble their efforts to find the BLU Team and identify what the Rainbow of Darkness is. _She smirked wickedly. _I can forgive his defiance for now, I think... _

Still, what that robot Spy had said was troubling. She picked up a phone and prepared to make some calls...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The next day..._

_Pony world..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...she actually said that?" Engineer said, a pained expression on his face.

"Ja," Medic said, chuckling. "Rather charming, isn't she?"

Engineer groaned softly, he and all the others walking into the restaurant. To their surprise, they found Rarity there with two others. One was Nurse Redheart, from the local hospital. The other was a stallion in robes wearing a sun pendant around his neck. The two of them nodded in greeting.

Rarity smiled. "Welcome, everyone."

Heavy stared at the stallion in robes uncomfortably. "Who is robed stallion?" he rumbled.

Rarity never lost her winning smile. "An exorcist," she said, as if it were the most natural thing in the world.

Twilight gave her an incredulous look. "Seriously?"

Medic quirked an eyebrow. "Remember, Fraulein, ghosts do exist," he said.

"Why do you have an exorcist and a nurse here?" Applejack asked, confused.

"For afterwards," Rarity said casually, worrying everyone. "Shall we sit down?" She motioned inside to the neatly set tables, all pushed together to make one long table, twenty-one spaces set up for everyone.

The group of them traded worried looks, and went to sit down at the table, the BLUs all taking spaces on one side, the Equestrian natives on the other side. They chatted amiably, the only real tension coming when Pinkie Pie asked about how the dinner went last night.

Heavy snickered. "Little show pony spent whole time flirting with Big Macintosh," he rumbled.

Trixie just grinned, waggling her eyebrows. Applejack muttered something under her breath, jabbing at the table with her fork.

And then the smell hit them.

"Eeeugh, what is that?" Trixie said, gagging as the smell oozed through the room.

Zecora, almost whimpering, covered her nose with her forelegs.

Medic cringed. "Vhy is a smell like my lab after I forget about an experiment for a few days coming from ze kitchen?"

Spy gagged. "ZAT is what I was reminded of, zank you," he said, shivering at the memory.

Rarity sniffed. "Ah. She must have improved her recipe," she said. "The smoke alarms aren't going off."

Everyone just stared at her, shocked.

Rarity smiled weakly. "Let me put it this way: growing up with my mother's cooking is the reason why I have a greater poison resistance than dragons."

"Ready!" Marsha chirped from the kitchen. She came sauntering out, her magic carting several trays of only the nicest person in the world would have called food, setting them down on the table. Magnum and Sweetie Belle came out, their own magic carting trays as well.

The others stared at the 'food' with a mix of horror and disgust. One of the trays was a bubbling, green and red pile of 'something' that may have had lasagna noodles it. Another was filled with charred disks of something unrecognizable. A large pitcher of something black and bubbling. Something brown and oozing. And other things that were no color that food should be.

Smiling, Marsha spooned up servings of the alleged food onto everyone's plates and bowls, the gathered ponies staring at it in alarm.

They all stared at it for a long moment. The only one actually eating was Rarity, who had eyes closed as she consumed her supposed meal.

The Equestrian natives all tried to think of something polite to say. Zecora was prepared to invent a 'zebra religious festival' that involved fasting as an excuse to get out of eating this. (The two seemed so ignorant anyway, they'd probably buy it.)

Scout was the first to find his voice. "What the hell is THIS crap?!" he shouted, gesturing to the red and green ooze on his plate.

Marsha smiled. "My special vegetable lasagna. Give it a try!"

"NO!" Scout said, gagging.

Heavy just sat there, fuming, his face slowly turning red from his growing fury.

Engineer shook his head. "Ma'am, I wouldn't give this to my ex-wife," he said. A strong statement, the other BLUs knew, as Engineer's hatred for his ex-wife Irene was legendary.

"I think mine is moving," Spy said, poking his so-called lasagna with his fork.

"I've seen better C-rations..." Soldier muttered.

"...Were ye trying te make explosives?" Demoman asked, confused. "Because I dinnae think any of this is actually edible."

"...Even Spike wouldn't eat this," Twilight said, deciding to break her own silence.

"I feel bad about sayin' this," Applejack said, "but thanks to to this I'm not feelin' as bad about that whole 'Baked Bads' fiasco..."

"Week old jarate smells better than this..." Sniper muttered.

"At least you don't have your sense of smell amped up," Rainbow Dash, gagging. "I'm just glad I can't see this mess..."

Trixie looked suspiciously at the alleged cuisine on her plate and in her bowl. "...Is this payback for that time I humiliated your daughter?" she asked, poking at the wobbling mass of red and green that Marsha claimed was lasagna.

"Mine IS moving..." Spy said, hesitantly poking at the supposed lasagna with a fork.

The lasagna burbled, the fork sinking into it as if devoured. Spy shrieked in fright and leaped up to a light fixture, disappearing. Pyro, who had been watching, eeped and set the mass on fire, while Fluttershy, who had been across from Spy, hid underneath the table.

Rarity just smiled, calmly eating her not-food. She felt a little bad about not admonishing everypony, but sometimes you needed to hear criticism to improve. And Magnum had done nothing but praise Marsha's atrocious cooking for years...

Marsha huffed. "Now really, is that a nice thing to say?" she said. "And I worked so hard on it, too."

Heavy's face got redder and redder.

Medic glared at her. "Fraulein. I am a sadist of the vurst sort. The cruel things I enjoy doing vould give you nightmares for years and traumatize young Sweetie Belle into insanity."

Sweetie Belle blinked, confused. "Really? You seem very nice to me," she said.

Medic allowed a smirk. "Ze point is, Fraulein, zat for all of my cruelty, even I vouldn't give this to somevun!"

Magnum frowned. "That's kinda rude," he said.

"Oh, I haven't even begun..." Medic said.

"Now now," Pinkie Pie said, deciding to be the voice of reason. "I'm sure it's all perfectly tasty. Rarity's eating it, after all." 

"Rarity said she has a stomach of steel," Zecora said. "You'd need one to survive this so-called meal..."

Pinkie Pie wanted desperately to agree. But she had to be nice. "Well, we won't know until we try, right?" she said, picking up a glass of black sludge. "What's this?"

"Prench toast!" Sweetie Belle said, grinning.

Pinkie Pie's smile became very forced. The baker in her was mortally offended. "Prench toast! How... interesting!" She raised the glass in a toast. "To good friends," she said, and drank it down.

She collapsed the instant she set the glass down, right in front of where Fluttershy was hiding.

"EEP!" Fluttershy squeaked.

"What?! What's happening?!" Rainbow Dash demanded.

"PINKIE'S DEAD!" Fluttershy shrieked.

"AAAH! YOU KILLED PINKIE!" Rainbow Dash yelled at Rarity's parents.

Medic leaped over the table, quickly checking on Pinkie. "She's still alive," he said, "but barely. NURSE!"

Nurse Redheart came running in, spotting Pinkie immediately. "Wow, she wasn't kidding about this..." she said, running over and pulling out a fold-out stretcher from her saddlebags. Medic nodded, and levitated her onto the stretcher, the two of them running out with her and heading for the hospital.

Rarity sighed. "I'm truly sorry, everypony," she said. "I never meant for anypony to get hurt."

Applejack patted her reassuringly. "It's okay, sugarcube. You didn't know yer ma's cookin' was toxic..."

"YOU KILLED PINKIE!" Fluttershy and Rainbow Dash chorused at Rarity's parents, who were watching the whole scene with bafflement.

Sweetie Belle came up to Engineer, frowning. "Will Pinkie Pie be all right?"

Engineer smiled at her and said, "Don't worry, little darlin.' Medic doesn't let anyone die on him."_ Even if they want to, _he mentally added.

Marsha and Magnum frowned, looking over the recipe. "That shouldn't have happened..." Marsha said. "Maybe there was too much rock salt?"

There was the sound of steam coming from a teakettle. Heavy stood up, and everything in the room stopped. Sweetie Belle eeped and backed up when Heavy looked at her, backing up to her suddenly terrified parents. There was no expression on Heavy's face as he stormed up to them.

Rarity gulped. "Um... Heavy... Please don't smush them. They get on my nerves from time to time, but they are my family and I love them dearly..." she said, grinning weakly.

"Heavy, mate... I really don't think it's necessary to crush them... The doc'll fix Pinkie up right as rain," Sniper said.

Heavy ignored them. He scooped up Scout's undrunk glass of supposed Prench Toast and held it up to them.

"Prench toast," he rumbled. Magnum, Marsha, and Sweetie Belle nodded quickly. Heavy snorted, setting the glass down and glaring at it. "Prench toast..." he muttered shaking his head.

He turned to the cornered unicorns once more... and smiled. "Aw, isn't that cute?" he said, patting Sweetie Belle on the head.

The filly beamed, nuzzling into Heavy's hoof.

"BUT IT'S WRONG!" he bellowed, the force of his roar knocking Magnum, Marsha, and Sweetie Belle through the wall, Fluttershy eeping and hiding again. He stomped his hoof, shaking the room.

"Engineer! Demoman! Spy!" he roared.

Spy appeared near him as Engineer and Demoman came up to him. "Come," Heavy rumbled. "Gather terrible chef ponies. We cook like men. IT IS TIME."

The other three BLUs traded frowns. Heavy blinked. "What is wrong?"

"Well..." Engineer said. "It's not the same, really, unless we can get bacon involved."

"Aye," Demoman said. "And Jack Daniels..."

Rainbow Dash blinked. "We have bacon," she said. "It's not meat bacon, it's tofu bacon and hay bacon, but it tastes about the same."

"How do you even know what regular bacon tastes like?" Applejack asked.

"Gilda got me to try some when we were in flight school," she said. "It wasn't too bad, and I didn't get too sick afterwards."

Applejack frowned. "Anyway... If Jack Daniels is what ah think if is, then we got that too. An Earth Pony with that name made it a few years back, trying to replicate True Moonshine. Berry should have it in her shop."

The BLUs stared at them for a moment, grins coming to their faces.

"What are you up to?" Rarity asked, confused.

Heavy smirked, pulling out a pair of sunglasses from his shirt and putting them on. "You will see," he said, picking up Rarity's parents and shaking them like a saltshaker, several bits pouring out.

"SOLDIER! SNIPER!" Heavy bellowed. "Go retrieve bacon!" he said, pushing some of the bits towards them.

Soldier saluted again, smacking himself in the face with his hoof. "Ow. Sir, yes sir! How much bacon, sir?"

"ALL OF THE BACON!" Heavy rumbled. "And send in exorcist. Kitchen is profaned by terrible cooking ponies."

Soldier nodded, scooping up the money and running out, Sniper following after him

"Demoman," Heavy said, pushing the rest of the bits to him. "Retrieve Jack Daniels from leetle booze pony!"

"On it, lad!" he said, dashing out with the cash, passing the exorcist as he came in, nodding politely to everyone as he headed into the kitchen.

"Pyro," Heavy said, gesturing to the mass of goo on the table. "Take this out back and BURN IT!"

"With gusto!" Pyro said, levitating the tablecloths so that they scooped up the alleged food, tying them all into a bag.

"What's going on?" Twilight said, turning to Scout, who had an excited grin on his face.

"This is gonna be cool," he said. "Sometimes, between war game assignments, there'd be big lulls in action. So to pass the time, we'd have to come up with stuff to do to entertain ourselves. One of the things Heavy came up with was recruiting the best chefs among us to make these huge, utterly epic meals about of absurd amounts of meat, especially bacon. They'd use a lot of booze in the cooking, too, mainly Jack Daniels." He chuckled. "Should be interesting to see if they can come up with a vegetarian version."

Twilight, Rarity, and the others traded interested looks. After a moment, Rarity said, "I'm going to go check on Pyro. If just a taste did that to Pinkie, I'm not sure what the smell of it burning will do to Pyro."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Pyroland..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"I swear, Mister Balloonicorn," Pyro said, "that was the worst food I've ever seen! The lasagna ate Spy's fork!"

"Wow," Balloonicorn said. "That IS bad!"

She scowled at the pile in the bag. "Even the smell is bad. I mean, look, it's scaring Baron Kittenford!" she said, gesturing out the window at a caped kitten in a crown holding his nose in disgust, slowly backing away from the restaurant. "Even the flowers are nauseated!" Pyro added, noting the nearby flowerbeds filled with flowers that were holding their leaves over their mouths instead of singing like they normally did.

"Did it really KO Pinkie Pie that quickly?" Balloonicorn asked, bouncing alongside Pyro. "From what I've seen of her, she looks like she could eat a truck and not even belch."

"It was THAT BAD, Mister Balloonicorn," Pyro said, shaking her head as she went out the back door, pulling the bag of so-called food with her. She dumped the bag down in front of her, crafting a quick fire pit so things wouldn't go out of control, and shook her head, sighing. "Sakes," she said. "So much sillyness. Well, time to get to work."

She lowered her head, her horn glowing. From it came a swirl of colorful rainbows, sparkles, and bubbles, the pile of alleged food quickly becoming engulfed by it. The hideous mass, to Pyro's eyes, became beautiful, a great and mighty swirl of rainbows and colorful sparkles spiraling up towards the sky, the flecks of rainbows becoming beautiful butterflies that flew into the sky and disappeared.

Pyro sighed in contentment.

"Beautiful as always, Pyro," Balloonicorn said, smiling.

Pyro grinned. "Thank you, Mister Balloonicorn. Sometimes the foulest things make the most beautiful rainbows."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Reality..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rarity came up behind Pyro, frowning as she heard her talking to herself. She had been told about Pyroland, and wasn't sure how to react. The column of fire that the not-food had become was massive, an ominous pillar of red and orange. Thankfully, there was no toxic scent, just a column of smoke rising into the sky.

Pyro was smiling at it, a look of pure contentment on her face.

Rarity coughed. "Pyro? Is everything all right?"

Pyro blinked, turning to Rarity and smiling. "Sure! Just watching the rainbows," she said. "It's amazing how something so disgusting can be made beautiful, y'know?"

Rarity grinned nervously. "Yes... Yes, I suppose so," she said, looking at the crackling, smoldering pile.

Pyro blinked. "Oh! Have you met Mister Balloonicorn?" she said, gesturing beside her.

Rarity blinked. "Aaah..."

Pyro looked at the air beside her. "I _know_ she can't see you, I just thought it would be nice for her to meet you."

Rarity frowned. This was beyond awkward. "...Very nice to meet you, Mister Balloonicorn," she said.

Pyro nodded to the space where Balloonicorn was supposed to be. After a moment, Pyro gasped, and said, "REALLY Mister Balloonicorn! I know you're lonely since your wife left you, but that isn't appropriate to say at all!" She paused, as if Balloonicorn was responding, and said, "Good, you should apologize to her! She's a proper lady, and you should be kind to proper ladies!"

Rarity cringed. "Do I even want to know what he's doing?"

"...Probably not," Pyro said after a moment, glaring at Balloonicorn.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Pyroland..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...You're right, I'm sorry," Balloonicorn said, bowing to Rarity. "It's just... frustrating. You're all such beautiful mares..."

Pyro blushed. "Aww, why thank you. But you still shouldn't say such lewd things."

"I'll behave in the future. I just wish that you had imagined some anatomy on me. I mean, I like being a balloon, but really, a guy can only take so much," he protested.

Pyro blushed. "You know I don't like thinking about that stuff unless Engie is involved."

Balloonicorn chuckled. "Well, I'll figure something out," he said, kissing her. "You better start talking to Rarity again, I think she's getting weirded out."

Rarity smiled cheerfully at her. "Is there anything I can help you with?" Rarity chirped, bouncing happily around Pyro. "Because we are super duper awesomest best friends, and that is what amazingly radical best friends like us do!"

Pyro giggled. "Nah, I got everything under control. It's pretty contained back here so nothing will become pretty that isn't supposed to. Shall we go back in?"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Reality..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...Very well then," Rarity said, more confused than ever. Pyro skipping along like Pinkie Pie behind her, they went back into the main dining hall, where Marsha was arguing with Heavy.

"I really don't think the exorcist is necessary," she said. "I mean, just because I'm apparently not as good a cook as I think I am..."

About twelve Windigos flew out of the kitchen.

Everyone stared incredulously at the creatures as they left, save for Heavy, who just glared at Marsha.

"STUPID!" he declared.

"...Yeah, I'm going to have to go with Heavy on this," Rarity said.

"I have no idea how that happened," Marsha said softly.

The exorcist came out of the kitchen, grinning. "All clean. And I think I found the problem," he said, holding up a book. On the title was the word 'Chefinomicon.'

"The vendor I got it from said it was a book with rare recipes..." Magnum said, looking embarrassed.

Twilight gagged. "Yeah, no. If it has 'nomicon' in the title then nine times out of ten it's an evil book," she said, daintily taking the book from the exorcist. "I'll get this to the Princess so she can have it contained properly," she added, heading out. "I'll also check on Pinkie Pie before I come back."

As she left, Rarity came up to the exorcist. "Thanks for doing this. How much do I owe you?"

The exorcist grinned. "Free of charge," he said. "I never thought I'd be able to put exorcising WINIDGOS on my resume. The rep boost alone in the metaphysics community is worth it!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Berry's Winery..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Demoman came in the door, smiling. "Berry me lass, are ye in?" he said.

"As always," Berry Punch said from the counter, smiling.

Demoman grinned and came over to her, placing money on the table. "I need all the Jack Daniels ye got, lassie," he said. "We're makin' some epic food and we need all the Jack I can git with this."

Berry quirked an eyebrow, interested. "All right. Lemme gather up what you can get with this," she said, heading out from behind the counter to search her shelves.

As she searched, her daughter, Ruby Pinch, peered around the corner. She smiled when she spotted Demoman. "Hihi, Mister Demo!"

Demoman chuckled. "Och, Pinchy me lass. Ridiculously cute as always, I see?" he said. "And I told ye and yuir mum that ye can call me Tavish."

Ruby blushed. "Okay Tavish," she said. "Hugs?"

Demoman chuckled. "It's always grand to receive hugs from a wee bairne like yuirself," he said. Ruby giggled, and ran over to him, hugging him tightly.

Berry smiled warmly. She wondered, briefly, if he was the father for Ruby that she had always wanted...

_Time enough to think about that later, _she thought, gathering the bottles. "Here's everything," she said, putting them in a disposable plastic saddlebag.

Demoman grinned. "Thank ye lass," he said. He started to leave, when he hesitated, looking back at Berry. He had become rather fond of the wine seller, to his surprise. And for some reason he was beginning to find himself wanting to do more with her.

"Do ye want to come with us, lassie? We'll be making more than enough for everyone," he said.

Berry blinked, and blushed, a thoughtful look coming to her face. "Well... I usually close early today anyway, so... Ruby, you up for a trip?"

Ruby giggled, hopping onto her mother's back. "Yay, field trip!" she said.

Demoman grinned.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The local grocery store..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Soldier and Sniper stood before the sample woman, calmly tasting the product she was sampling.

She smiled. "So what do you think?" she said. "Is our new maple honey hay bacon a taste treat?"

Soldier and Sniper swallowed the samples they ate, and looked at each other, nodding.

"We like it," Sniper said.

"We'll take all of it," Soldier added, scooping all of the packages into their cart with the other bacon packages they had with them.

The sample woman blinked. And then she grinned. "That much of a sale all at once? I'm so getting a bonus for this," she said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later..._

_The restaurant..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Soldier, Demoman, and Sniper returned from their missions, presenting their items to Heavy.

"Bacon retrieved, sir!" Soldier said, saluting and hitting himself with his hoof. "Ow."

Heavy nodded. "Good," he said. "Now we teach terrible cooking ponies how to REALLY cook. Because it is time."

He reared up onto his hind legs, and bellowed, "Now is EPIC COOKING TIME!"

With a cheer, Engineer, Demoman, and Spy all ran into the kitchen, dragging Rarity's family with them.

What happened then could only be described as raw magic as the four chefs set to work, making Marsha, Magnum, and Sweetie Belle take note of everything they did. Bacon was weaved into planks, vegetables were chopped up for stew, homemade dough masses in the dozens were made, some of them intermixed with the Jack Daniels. Noodles were cooked for macaroni and cheese, gravy was whipped up, cream was concocted...

Throughout the whole preparation, there was a strong sense of camaraderie as the mercenaries assisted each other with their own projects, heavenly smells coming from the kitchen as the meals were prepared.

And as Marsha watched, she began realize how badly she had been bungling her cooking all her life. Something about how they crafted the edible artwork they were making... it opened a doorway in her that she had been keeping shut her entire life.

Sniper came up to Rainbow Dash, who had her eyes closed and was just letting the glorious scents coming from the kitchen waft over her.

"Starting to get it, eh Dasher?" Sniper said.

Rainbow Dash blinked. "Huh?"

Sniper chuckled. "I saw the way you were smellin' the air just now. You're not as crippled as you think you are," he said. "You just have to know how to work with what you have. To stop and smell the bacon, as it were."

A thoughtful look came over Rainbow Dash's face as she processed what he was saying.

In the kitchen, Heavy grabbed Marsha around the shoulders and pulled her towards Engineer, who was currently flipping the bacon weaves he had created.

"Sssh," Heavy said in a surprisingly quiet voice when she tried to protest. "We must savor this moment." He gestured to the bacon weaves as they were being flipped, Engineer shaking his head and chuckling. Heavy inhaled deeply, sighing contentedly. "Is bacon zen. We must take this moment to savor the finer things in life. Like friends. And bacon."

"And alcohol," Demoman said, taking a large swig from a bottle of Jack Daniels.

Marsha just stared at Engineer, who shrugged.

Twilight teleported in a few minutes later, grinning widely as the smells coming from the kitchen. "Oh wow..." she said.

"How's Pinkie?" Fluttershy asked, Rainbow Dash turning towards the sound of Twilight's voice.

Twilight grinned. "She's gonna be fine," she said. "It was just a really bad case of food poisoning. She'll be okay by tomorrow morning. Medic's going to be along himself in a few minutes, once he checks on some patients."

The two pegasi sighed in relief.

Soon after that, the cooking was done. Spy came out carting two trays of delicious, delicate-looking pastries on his head and rump, setting them gently on the table. Demoman came out with several noodle dishes, including several forms of macaroni and cheese. Scout grinned when he saw that one of the dishes had cheese curds and Jack Daniels gravy in it, a personal favorite of his. Engineer came out carting several huge salads and fruit concoctions with his magic, all of them with bacon strips or bacon weaves in them. Finally, Heavy came out with a massive vegetable and cheese lasagna, setting it down in the center of the table. He went back into the kitchen and came out again, this time with a massive plate of thick sandwiches.

"Ooooh..." Rarity said, cooing.

"Oh wow..." Twilight said, her eyes starry and excited.

"That is..." Rainbow Dash said, grinning, "That smells like pure heaven."

"Oh my..." Fluttershy said, a huge grin on her face.

"That's some mighty fine cookin,'" Applejack said, visibly impressed.

"Incredible..." Zecora said softly, admiring the spread.

"Simply fantastic!" Trixie said, almost drooling at the lasagna.

"Oh wowie, that's tasty looking," Derpy said, her eyes almost going straight from how intensely she was looking at the exquisite food.

Berry Punch grinned widely. "SO glad I decided to come to this," she said.

Heavy smirked. "Now, we eat. Enjoy mass quantities, and savor this meal," he said, starting to dish up the food for everyone.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Afterwards..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The meal was exquisite. Everyone left with full bellies and a sense of contentment. Marsha had left in good spirits, apologizing for her earlier attempt at a meal and wanting to try some of the recipes herself. Everyone else parted ways, heading for their homes, or in Sweetie's case, heading back with Ruby Pinch to gather the other Cutie Mark Crusaders for a sleepover, the four fillies wanting to have some fun together before bedtime.

Twilight oofed, licking her lips. "Delicious! I don't think I've eaten that much since I first came to Ponyville," she said, remembering when she first met the extended Apple family.

Zecora chuckled, stifling a burp. "'Twas quite an epic meal indeed. Something quite delicious on which to feed," she said, turning towards Everfree.

"Heading back for the night, zen?" Spy said.

Zecora nodded. "Tomorrow is another day, a new chance to work and perhaps even play."

Spy nodded, and bowed grandly. "Zen au revoir for now, ma chérie," he said, Zecora blushing. He turned, and headed back for Carousel Boutique with Rarity, the others going their seperate ways as well.

"Well, that wasn't as painful as I thought it would be," she said, sighing.

"Hopefully, our little cooking experiment helped teach her zat sludge is nothing somezing zat should be edible," Spy muttered.

The two of them chuckled. Rarity sighed. "Really, mother and father... They're good ponies, they're just... out of touch, and times..."

Spy smiled gently. "I will not begrudge someone their affection for their family, Miss Rarity," he said, softly adding, "I have come to appreciate the value of family, even if it is far too late in my case..."

The two of them bantered lightly throughout the evening, eventually calling it a night and both going to their beds, falling asleep quickly.

But soon after, Spy woke up, an uncomfortable feeling rising in him.

"Zecora?" he said softly, looking in the direction of Everfree.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Zecora's hut..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Zecora awoke with a start when she heard knocking on her door. Yawning, she went over to it, opening it and finding Apple Bloom standing there, a big smile on her face.

"Apple Bloom!" Zecora said, startled. "The Everfree is not safe at night! One misstep and you're in a bad plight!"

Apple Bloom shook her head. "Aw, shucks. Ah've been out here enough to know every safe path," she said, chuckling. "Ah just wanted to stop by and thank y'all again for helpin' us with chasin' off Flim and Flam."

Zecora smiled benevolently. "A pleasure it was to send them afar," she said, looking around the clearing, "But if I may ask... who knows where you are?"

Apple Bloom blushed. "Ah'm kinda supposed to be at a sleepover at Berry Punch's with Ruby Pinch and the rest of the Crusaders. Ah slipped out when everypony was asleep, so no one knows ah came."

Zecora quirked an eyebrow, and nodded. "Very well," she said, "Come in and sit. We shall have snacks, and talk for a bit."

Apple Bloom blinked. "Are y'sure? Ah wouldn't want to impose."

Zecora shook her head, smiling. "Not at all, dear friend. Come in and alight. And I'll go see what we have for a bite."

Zecora went into her kitchen as Apple Bloom came in and began looking around, smiling at the tribal masks and making funny faces at them. Before long, though, Zecora came out again, smirking.

"That was quick," Apple Bloom said. "Whatcha find t'eat?"

"Some stew would be nice, is what I thought. But first the main ingredient has to be caught," she said. And before Apple Bloom could react, Zecora blew a white powder in her face. The filly groaned, staggering back a few feet, and fell unconscious.

When she woke again, she found herself in a cauldron of water, surrounded by vegetables. She looked up, seeing that the lid was shut, and tried to push it off. To her dismay, she found that it was locked shut.

"Zecora?" she said, pushing on the lid. "W-What's going on?"

Zecora, outside, grinned savagely as she started the fire underneath the cauldron. "As I said, my dear friend, I'm making a stew. But in this case, the main ingredient is YOU."

Apple Bloom went wide-eyed, and began pounding furiously on the cauldron, pleading with Zecora to let her go. But the lid and cauldron were both bolted down, too heavy for the young filly to move. And to her horror, the water in the cast iron cauldron was getting warmer.

Zecora laughed. "Oh, Pinkie's face would be such a delight, when she sees her first impression was completely RIGHT!" she said.

"Zecora!" Apple Bloom begged. "Please! Lemme outta here! It's getting hotter, Zecora!"

"Oh the evil enchantress who does evil dances, she smiles and fools them all," the zebra declared. "And one by one I'll lure them here, and into my belly they'll fall!"

The heat of the water was getting intense, bubbles rising from the bottom as Apple Bloom tried anything and everything she could to try and knock over the cauldron. "PLEASE! ZECORA, LET ME GO! IT _BURNS_, ZECORA!"

Zecora just grinned, dancing around the cauldron, as Apple Bloom's pleas became louder and more desperate, changing to agonized screams as she was boiled alive inside the cauldron.

Finally, there was no more sound coming from the cast iron cauldron. Zecora licked her lips and grinned. "The meat is dead, at last I win. And soon, very soon, my feast will begin."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Zecora's hut..._

_Reality..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Zecora awoke with a gasp, tears streaming down her face. She got up and quickly began searching through every cauldron she owned, trying to see if she actually had killed Apple Bloom. When she couldn't find her anywhere, she ran out of her hut, heading directly for Sweet Apple Acres.

Applejack was in the kitchen getting a midnight snack when she heard the frantic knocking. She yawned, and headed for the doorway.

"All right, all right," she said, "ah'm comin." She yawned again, opening the door... and gasped.

Zecora was standing there, and she looked a frightful mess. Her mohawk was unkempt and flattened in places, tears streaming down her face, a look of sheer terror in her eyes. The zebra forced a smile on her face as she said, "Forgive me for disturbing you on this fine night, but I wonder if I could see if Apple Bloom is all right?"

Applejack noted how Zecora's voice started to crack as she finished her sentence, and realized what had happened. _She's had her nightmare... and it was about Apple Bloom... _"She's at Berry Punch's place, having a sleepover with Ruby and the other Crusaders."

Zecora turned and started to run off.

"WAIT!" Applejack called out. Zecora turned to her, the zebra's expression one of terror and agony.

She shook her head, and said, "The fear that I've killed her is too much to endure! I have to see her breathing so that I can be sure!"

Zecora turned to run again, only for Spy to appear in her path.

"Get out of my way!" she shrieked desperately.

"Do you even know where the wine seller's house is?" Spy asked gently.

That gave Zecora pause. Spy nodded, and motioned for her to follow, Applejack galloping behind them as they ran towards town, eventually arriving at Berry Punch's residence. The Crusaders were all sleeping outside in a tent, all contentedly snoozing.

Zecora almost collapsed in relief, tears flowing down her face.

"See, sugarcube? Apple Bloom's all right," Applejack said.

Zecora turned to look at Applejack and tried to speak. But she couldn't, breaking down and sobbing, Spy catching her as she leaned backwards. The very idea of her doing something like that happening to Apple Bloom, to her first friend in Ponyville, who trusted her immediately... it was too much to bear for the zebra.

Applejack and Spy traded worried looks, Spy gently stroking Zecora's head and softly singing to her in French. Both assassin and apple farmer resolved to talk to Twilight in the morning. There HAD to be a way to block the dreams.

Because now there were only five Elements of Harmony who hadn't had nightmares yet. And they had a terrible feeling that number would be going doing quickly...

_**TO BE CONTINUED...**_


	14. Quiet Sins Part 1

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 14: Quiet Sins – Part 1**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one week after the events of the previous chapter. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sweet Apple Acres..._

_A Saturday..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Engineer looked over the work he had done on repairing the primary barn the Apple family used, nodding in satisfaction. "That about does it," he said. It had taken a while to get the materials to finish the repairs, especially with the recent events that had occurred, but once he had gotten started, it had been a matter of days to complete it.

"Maybe now ah can finish the upgrades on mah Gem Sentry," he said, looking over at the large blue toolbox. He picked it up and unfolded it, revealing a crystalline device that looked like a teenaged pony. As he picked up the wrench that was in the toolbox to start tinkering with it, Apple Bloom came in.

"Howdy Engineer!" she said, smiling. "Whatcha doin'?"

Engineer smiled. "Just workin' on improvin' mah Gem Sentry. You never know when you might need more gun," he said, adjusting some of the Sentry's leg joints.

Apple Bloom frowned. She was uneasy about the concept of building weapons, but with everything that had happened, plus finding out about Zecora's nightmare, she was starting to see the need for them. She didn't like it when her friends got hurt, and she considered Zecora one of her dearest ones.

Still, it was a fascinating device. She looked it over, hopping up on a nearby hay bale as Engineer tinkered with it, adjusting gem positioning and the framework. "Why's yer Sentry look like a pony?"

Engineer blinked, as if he had just noticed it for the first time. He chuckled. "Well... Ah suppose ah'm just missin' mah daughter. Ah'm always kinda protective of mah Sentries in the battlefield, ah guess the two just sorta crossed over when ah started makin' her. Plus, I always wanted to make mah Sentries mobile."

"Huh..." Apple Bloom said. She looked over the device, and noticed something. "What's that panel on top for?"

Engineer looked at what Apple Bloom pointed at and smiled. "That's a solar collector. Ah'm modifyin' mah Sentry so she can shoot lasers outta her mouth at will."

Apple Bloom studied it intently for a moment and said, "...Wouldn't you get a better intake if it was curved up a little?"

Engineer blinked. "Hm?"

Apple Bloom shrugged. "Well... Sunlight just don't come straight down, don't it? Plus, with the way it's at on her body, so close to her neck, it'll look more natural. If'n you're goin' for the pony look, ah guess..."

Engineer blinked, mentally doing some calculations in his head. "That... that actually makes sense," he said, smiling and starting to disassemble the Gem Sentry's back. "Yeah, that'll increase her power output, and if ah adjust this accordingly..." He smiled at Apple Bloom. "You got a real talent for engineerin' Apple Bloom."

Apple Bloom shook her head, blushing. "Naw, it's just something ah do."

Engineer looked confused. "Well... Isn't that what a talent is? Something you do?"

Apple Bloom's eyes widened, stunned. She had never actually considered that before...

Engineer smiled, and ruffled her hair. "Well, no matter. If'n y'all want to help me with mah own projects, ah'll be happy to teach ya."

Apple Bloom nodded, her mind whirling as she tried to process this new thought. Before anything else could happen, though, Heavy came into the barn, grinning. "Tiny Engineer must come see this," he said, chuckling.

"What's up, Heavy?" he asked.

Heavy snickered. "Just... just come and see," he said. Engineer frowned, and closed up Gem Sentry, putting her back in her toolbox for the moment and following the titanic Earth pony into the kitchen of the farmhouse, where Granny Smith had several dozen jars set up around the room, all in formation.

She was wearing a drill sergeant's hat.

"All right..." she said, looking herself over. "Time to discipline the troops."

Heavy snickered. Engineer blinked, confused. "What troops?" 

Granny Smith blinked, and smiled. "Oh, hello Rodrigo! Y'all done a good job on the barn! She's never looked better!"

Engineer smiled. "Yes, thank y'kindly. But... the jars?"

Granny Smith grinned. "It's all part of the process to makin' Zap Apple jam the best durn thing in Equestria. Y'all gotta discipline the jars, make sure that they're all in line. You gotta make 'em understand just how important it is that they keep the jam fresh. And some of them just don't got the discipline for it."

Engineer stared at her. "...Seriously?"

Granny Smith nodded, as if it were the most natural thing in the world.

Applejack came up to Engineer, sighing. "Ah know it sounds weird, but there's a lot of magic in the trees. This specific procedure is needed to make sure it's all done RIGHT."

Engineer stared at the jars for a long moment, a wicked grin appearing on his face as wheels turned in his head. "...Does it have to be you that disciplines them?"

Granny Smith thought for a moment, and said, "Well, no, but Applejack and Big Macintosh are never serious enough with them..."

"Wait right here," Engineer said, a very Scout-esque grin on his face. "Ah'm gonna bring back the perfect drill sergeant for you."

Engineer ran off, Heavy following behind. "Where is Engineer going?" he rumbled.

"Must find Soldier," Engineer said, grinning widely.

Heavy laughed, realizing what he meant immediately. The two of them ran into town, finding Soldier getting breakfast at Big Macintosh's stand, taking his time and enjoying his day off.

"SOLDIER! Is sad day!" Heavy said, forcing a dismayed expression onto his face.

"You gotta come quick!" Engineer said. "There's a major discipline problem and YOU are the only one who can help!"

Soldier went wide-eyed. "Lead the way!" he said. "I'll whip those maggots into line!"

"Hurry!" Heavy said. "Is very important!"

The three of them ran back to Sweet Apple Acres, Soldier mentally going over motivational speeches in his head, preparing himself for any renegades in the ranks. When he got there, though, he saw nothing but a bunch of jars and Granny Smith in a drill sergeant's hat.

"Where's the troops?" Soldier said, looking around in confusion.

"Right here," Granny Smith said, putting the drill sergeant's hat on Soldier's helmeted head and gesturing to the jars.

"...The jars," Soldier said.

Heavy nodded, unable to keep a straight face. "Is very important," he said.

"It's for Zap Apple season!" Engineer said, managing to keep a straight face better than Heavy.

"...You're kidding me," Soldier said, glaring at the two of them.

"Ah now it sounds weird," Granny Smith said. "But it's mighty important. How will them rascally jars keep the jam fresh if they don't KNOW that they have to?"

"They're JARS," Soldier said, glaring at Granny. Applejack, Big Macintosh, and Apple Bloom came over to watch.

As Soldier and Granny Smith talked, Engineer grabbed a bucket, and scribbled four stars on it, putting it on Granny Smith's head. "Are you denyin' an order from a superior officer?" Engineer asked sternly, barely managing to repress a snicker.

Caught off-guard by the sudden presence of stars, Soldier eeped and saluted, smacking himself in the face with his hoof yet again. "Ow. N-NO! NO SIR! I'd never refuse an order, sir!"

Applejack shook her head, chuckling.

"Then go do your job, sonny-jim," Granny Smith said, pointing to the jars. "Ah was told y'all were the pony for the job, but ah'm startin' to doubt that you can maintain their discipline..."

"SIR! I WILL DISCIPLINE THE TROOPS, SIR! THESE JARHEADS WILL BE MORE THAN READY FOR ZAP APPLE SEASON SIR!" Soldier shouted, keeping his salute.

"He's noisy," Apple Bloom said.

"Little bloom pony has no idea," Heavy muttered, chuckling.

Soldier turned to the jars, his sense quickly returning to him. He sighed, irritated, looking back at both Heavy and Engineer, who were struggling desperately not to chuckle. He rolled his eyes, and decided to just go with it.

After all, he talked to his collections of heads before.

"Men," he said. "We have a grave task ahead of us. Zap Apple season is approaching, and we have to be ready for it." He felt absurdly silly. But he agreed to it, and he wouldn't back down now.

"Your task is to keep those jars of Zap Apple jam fresh and delicious! Zap Apples are a major profit margin for the farm," he guessed. He'd heard lots of good things about them, anyway, "and it is YOUR responsibility to make sure that their customers have the finest, most delicious Zap Apple jam of all time! I won't settle for anything less than the best out of your jarheads, and I intend to get it! You WILL keep those jam and preserves FRESH and DELICIOUS or I swear, by God, I will have you reassigned as Sniper's Jarate so fast your LIDS WILL POP OFF! IS THAT CLEAR?"

Applejack gagged, remembering what Jarate was from Demoman's memories when they were merged. Big Macintosh and Apple Bloom gave Engineer and Heavy confused looks. Engineer waved them off, too interested in what he was seeing.

Soldier's delusions started to kick in, and he began to see the jars as actual Marine cadets. He nodded to them and smiled. "Despite what you may think, I like you maggots. It's always good to see fresh faces in this man's army. But it's because I like you that I expect so much of you. It's because I expect so much of you that I will show you NO MERCY! You have a grand responsibility coming up, and you _WILL _live up to that responsibility! IS THAT CLEAR, MARINES!?"

Soldier glared at the jars when he didn't get the response he wanted, his delusions making him think they hadn't shouted 'Sir, yes sir!' loud enough. "I can't HEAR YOU!" he roared, pounding his hoof on the table where they were gathered.

The force of the blow shook the table, one of the jars cracking. Soldier's eyes narrowed, and he stormed over to the offending jar.

"...Is that a crack, Private Mason?" he said in a low, dangerous voice. To Soldier's eyes, the cracked jar was a cadet cowering in fear of him. He put a foreleg around it, as if putting an arm around a real person's shoulders. "You know, I've always been suspicious of you, Private Mason. Always lollygagging around, always looking at dirty magazines past lights out. And now I find you OUT OF UNIFORM." He tightened his grip on the jar. "You're a goldbrick, Private Mason."

"N-no! Please, sir!" 'Private Mason' said in Soldier's head.

"Goldbricks hold the unit back. They make them WEAK. And I refuse to have weakness in my unit, Private Mason, I will not tolerate it. Do you understand me?!"

"S-Sir, I can do better!" the delusion of Private Mason said in Soldier's head.

"Far too late, goldbrick! Consider yourself DISMISSED!" he said, throwing the jar with tremendous force against a wall. The jar shattered into a dozen pieces.

"NOOOOOOOOOOOO!" screamed Pyro, jumping in the nearby open window, startling everyone. She ran over to the remains of the jar, looking it over with tears in her eyes. "Private Mason! Speak to me!"

Soldier blinked, his delusions fading. He groaned internally when he saw Pyro.

She turned to him with a tear-filled glare. "You! HOW COULD YOU!? Private Mason never did anything to you!" she said, grabbing him by the lapels of his shirt with her magic and shaking him. "He had a family, damn you! You monster!" she sobbed, collapsing before him.

Engineer and Heavy had both collapsed with laughter, Applejack covering her face with her hat to stifle her own. Big Macintosh rolled her eyes and went to get a broom, while Apple Bloom just stared at the whole mess in confusion. Granny Smith looked over the jars and nodded.

"Y'all did good, sergeant! The troops are all ready for Zap Apple season!" she said after a moment.

Soldier rolled his eyes. "That's something, at least," he muttered. He looked down at Pyro, who was still sobbing at his hooves, and shook his head. He looked around briefly, spying an old, worn-looking sock. _Must be one of Winona's toys, _he thought, picking it up.

"Hey Pyro," he said.

Pyro looked up. "Huh?"

Soldier grinned, and held up the sock. "Look what I got!"

"OHMYGOSHSOCKY!" Pyro chirped, hopping to her hooves excitedly, forgetting about 'Private Mason' completely.

"See the sock? You want the sock?!" Soldier said with fake excitement, shaking the sock back and forth.

"Socky socky socky!" Pyro chirped, bouncing back and forth like an excited puppy.

"Go get the sock!" Soldier said, tossing the sock into another room.

"SOCKYYYYYYY!" Pyro cheered, diving after the sock and catching it in her mouth. She began chewing on it and worrying it happily, content as a puppy with a toy ball.

Soldier shook his head. "Nutbar..." he muttered. He turned to Granny Smith and asked, "Can I keep this hat?"

"Ah got like six of them, sure," she said, organizing the jars, not paying any attention to Pyro.

Soldier grinned, and went over to join Engie and Heavy. "'Matter of discipline,' huh? Important, huh?"

Engineer smiled. "It's important to them," he said.

Soldier shook his head and turned back to Pyro, who was now engaged in an intense tug-of-war with Winona over the sock. Heavy was now rolling around the floor in laughter at the scene. "Very strange girlfriend you have there, Engie," Soldier said.

Engineer sighed. "Yeah... But to be perfectly honest, she's about a thousand steps up from my ex-wife."

Heavy, who was recovering from his hysterics, said, "...Crazy firebug is better woman than Engineer's ex-wife?"

Engineer grumbled. "Let me put it this way: if it came down to a choice between repopulating the world with my ex-wife Irene or the Administrator, I'd start courting the Administrator without a second thought."

"Wow..." Soldier said, he and Heavy visibly impressed. The nine mercenaries all HATED the Administrator with a passion. For Engineer to say there was someone he hated more...

Engineer sighed as he watched Pyro, smiling. "Pyro, she... She's kind to me. She's been so good for me, both physically and emotionally..."

"You love her," Applejack said softly, coming up to the group.

Engineer smiled. "Yeah... Yeah, ah guess I do."

Soldier smiled at the thought. And then he collapsed, clutching at his head.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_In Soldier's mind..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_ "Solly, I understand how you feel, but the Germans aren't going to be content with just Europe. I have to enlist, I have to do something to help!" _

_ "Please... You're my little brother. I can't stand to see you go fight in a war that will just get you killed! There has to be a way to give peace a chance." _

_ "Sometimes you have to fight to get that peace. Sometimes you have to stand up for what you believe in, to protect those you love." _

_ "Someone has to be willing to take the first step. Someone has to show a willingness NOT to fight." _

_ "And sometimes the enemy won't LET you go without fighting. Solly, look, I know how you feel. But I can see where this is going. They aren't going to stop. We have to move to stop the Germans somehow. And damn it, I'm not about to let my big brother and his family get killed by some jackass would-be world ruler with a stupid mustache and his minions!" _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Reality..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"NNNGGHH!" Soldier grimaced, clutching at his head, as Heavy, Pyro, Engineer, and the Apples gathered around him, worried. After a moment, the pain passed, the memories fading. "I'm... fine..."

"Tiny Soldier does not look fine," Heavy rumbled, he and Big Macintosh helping Soldier to his hooves.

"Soldier, what happened?" Engineer said, looking him over.

Soldier shook his head, glancing down at the drill sergeant hat, which had fallen off when he collapsed. He decided to just leave it there for now. "I'm fine, it's just... Ever since we've been here, whenever there's been a peaceful period, I get these... weird flashes. They're memories, I guess... of before the War. This was just a strong one..."

"That's good though, right? Getting your memories back?" Apple Bloom asked.

"Maybe..." Soldier said. "I just... need time to think..."

"Is your brain going to explode? Because the way you were clutching your head, I thought that Demoman had put a stickybomb in your ear," Pyro asked, honestly worried.

Soldier shook his head, sighing. "I'm fine, Pyro."

"You sure? Lemme check to see if there is one..." Pyro said, leaning in to look at Soldier's ear.

"I DO NOT HAVE A STICKYBOMB IN MY EAR, PYRO," Soldier snarled, shoving her away.

Heavy chuckled.

"So you're okay then?" Pyro asked, unperturbed by the shove.

Soldier nodded. "I'm fine."

"Okay!" Pyro chirped. "Now where is Socky..." She turned to look for the sock, only to find Winona off in a corner playing with it. She hmmphed. "You win this round, Baroness Winona. But be warned: Justice shall be served. Socky shall be rescued from thy evil clutches. So swears BATPYRO!" she declared, jumping out the window she came in and running away, cackling.

_Nutbar, _Winona thought, going back to playing with the sock.

"That girl ain't right," Big Macintosh understated.

"Eeeyup," Heavy, Engineer, and Soldier said at the same time.

The group shared a quick laugh over it, the Apples heading off to other tasks while the BLUs went back towards town.

"In all seriousness, though," Engineer said, "Have you talked to anyone about this? Maybe Medic?"

Soldier gagged. "You're kidding, right? Medic's idea of helping someone's brain is removing it and dissecting it."

Engineer cringed. "Ooh, yeah, good point..."

Heavy huffed. "Doctor is not that bad..." he muttered.

Soldier sighed. "I don't know... Maybe Zecora has something that can help stimulate my memory... if I even want it back..."

Heavy blinked. "What do you mean? Isn't getting memories back good thing?"

Soldier hesitated. "These... these flashes of memory... I know they're of me. But they're so DIFFERENT from who I am now... If I do remember... What will happen to me?"

Heavy stared at him a long moment. "You are scared," he said finally.

Soldier glared at him. "I'm not scared!"

Heavy kept his gaze on Soldier. "Soldier is scared. Soldier is scared that remembering will make you become horrified by what you are today, or even worse, that the memories will make you weak, make you less of credit to team."

Engineer nodded. "Soldier, you're one of the toughest old cusses I've ever met. I sincerely doubt that there's anything that can make you weak. And so long as you remember that we're all your friends and we'll all stand by you, you can face up to your past."

Heavy grinned. "Now and forever, BLU stands united. Isn't that what you always say?"

Soldier smiled, relaxing a little. "Thanks guys," he said. "I think I will try going to Zecora..."

Engineer nodded. "Spah mentioned that Zecora needed some stuff from town today, y'all might be able to find her there."

Soldier nodded, splitting off from the two of them once they got into town and heading for the marketplace. He found Zecora with Spy looking through the stores of an herb salespony with a long mane died in psychedelic colors, long enough to hide his unicorn horn.

Soldier scowled at the lazy grin on the stallion's face and his overall shabby appearance. _Hippy, _he thought angrily, deciding to just ignore it for now.

Zecora picked out the herbs and roots she wanted, and moved to pay. The hippy pony didn't respond at first, seemingly in a daze. Spy fumed.

"Why are we dealing with zis idiot again?" he said.

"As depressing as it is to admit indeed, this fool's the only one who has certain roots I need," Zecora muttered. She reached over the counter and hit him.

The hippy pony blinked, as if barely noticing the impact. "Oh hey. Got everything you need?"

Zecora nodded. "My shopping is done, as your reduced stores show. Please allow me to pay and go," she said.

The hippy pony grinned. "Groovy," he said, causing Soldier to gag. "That'll be..."

Zecora gestured to the money on the counter.

"Sweet," the hippy pony said, picking up the coins and placing them in a pouch. "Have a nice day, stripey dudette."

Zecora rolled her eyes, giving a polite farewell, she and Spy heading away.

Spy sighed. "Finally... I felt I was going to get high just from being near him..." he muttered.

"A strange fact I tell you, that is no lie," Zecora said, smirking, "he's even disliked by Pinkie Pie."

Spy chuckled. "Interesting... I figured zat she liked everyone in town."

Zecora grinned. "She throws him parties, and all of that jazz. But he just sits there in a daze, while she goes off to spaz. He never reacts unless there's food, which he never compliments. Pinkie finds him quite rude."

Spy laughed. The two of them were briefly startled when Soldier came up to them.

Spy smirked. "And here I thought ambushes were my province," he said.

Soldier nodded to him, focusing his attention on Zecora. "I... need your help," he said, explaining to the zebra herbalist about his memory flashes.

"Zey have been getting stronger..." Spy said softly. Zecora said nothing, a thoughtful expression on her face.

"I... I need to remember, Zecora," Soldier said. "The flashes are coming more and more often. If they come during a battle..."

Zecora nodded. "I understand," she said. "Return with us to my hut. I shall see if we can free your past from its rut..."

Soldier followed Zecora and Spy back to their forest home, where Zecora began to brew up a potion. As she did, Soldier turned to Spy and asked, "How's she holding up since the dream?" in a low voice.

Spy sighed. "She's gotten to ze point where she's no longer afraid to touch her cauldrons anymore, so zat is somezing. I finally managed to convince her to get potion ingredients," he said. "And last night she was finally able to sleep alone." He turned to Soldier, and added, "And no, I have not 'taken advantage' of the situation."

"I wasn't going to say anything," Soldier said, smirking. Although he had been wondering why Spy hadn't been sleeping at Rarity's the past few days.

Spy chuckled. "It is only because I know of ze reputation I have developed that I excuse it," he said. "But know that above all things, I am a GENTLEMAN. And a gentleman does not take advantage of a woman needing comfort."

Soldier smirked. "One of the few things I like about you, Frenchie."

Zecora quickly threw some ingredients together, brewing them in a small cauldron on her desk, calmly chanting in Zebrican as she mixed it together. The smell quickly became foul, to the point where even Soldier, who savored the smell of a war-torn battlefield, started to gag.

"Is it supposed to smell like the aftermath of Heavy visiting the bathroom on burrito night?" Soldier said.

Zecora, who by this point was holding her own nose and opening all the windows. "The smell is foul, this I admit, but the potion is a guaranteed memory fixit."

She finished brewing the potion, which by now had the consistency of applesauce and the color of state chocolate. She poured the potion into a glass.

"This will bring your memories to light," she said, "So that they do not appear in the midst of a fight. But before I give you this memory brew, I must ask if you're sure this is what you want to do?"

Soldier hesitated, staring at the glass. "I have to know, Zecora... If that migraine I got earlier was any indication of what's to come as more of my memories return, then it's better to get

Zecora nodded. "If there is any fear in your heart, please let me know before we start," she said, offering the glass to him.

Soldier snorted. "Lady, I shoot rockets at my feet to help me jump higher. Taking a swig of memory juice is nothing," he said. He picked up the glass, fumbling a little with it, and began chugging the formula.

Zecora looked at Spy, worried. "Does he really...?"

Spy nodded. "Oh yes. More zan once Medic has yelled at him about it," he said, chuckling.

Soldier finished the drink and set it down, smacking his lips.

"Wow," he said after a moment. "That tasted even worse than it smelled."

And then he remembered EVERYTHING.

Letting out a cry of pain, he collapsed, clutching his head, tears streaming down his face as every memory he had repressed came rushing back to him, as if a floodgate had been opened in his mind.

"Is zis supposed to happen?!" Spy asked, rushing to support Soldier.

"I must admit that I am not sure, the reaction's never been this intense before!" Zecora said.

"I..." Soldier said, his voice almost a moan. "I'm fine... I just... I need to be alone for a bit..." He staggered out the door and into the forest. Both Spy and Zecora moved to stop him, but both suddenly froze in place. After a moment, they began walking back towards town, neither of them saying a word.

They met up with the others as they headed towards town. "So what's going on?" Applejack asked.

"Twilight wanted us to meet her in her lab," Spy said, smiling pleasantly.

Engineer frowned. "Where's Soldier?"

"My memory potion gave him a strong hit. He's fine, he just wants to be alone for a bit," Zecora said, smiling benevolently.

"Uh huh..." Engineer said, frowning. He turned to Heavy and said, "You remember hearing about Twilight wantin' t'meet us?"

"Was told yesterday," Heavy rumbled. "Just forgot until now."

"Really, Engie, vurrying needlessly is my department," Medic teased. "You're breaking up ze group dynamic."

"Yeah yeah, let's just get this over with," Scout said. "Me and Pinks, we got some plans."

Engineer smiled. "Well, ah guess I'm just jumpy from all the Nightmare attacks," he said. After all, Twilight wouldn't hurt them, right?

"Be ready for anything," he told Pyro, Sniper, and Demoman, all of them nodding.

"I still don't know why we all have to be there," Trixie said, "Derpy and I still don't have our Elements yet, so we can't properly help in any experiments yet."

"Twilight wouldn't call us all without good reason," Rainbow Dash said, looking in Trixie's general direction.

The eight BLUs and eight Element bearers all went over to Twilight's treehouse, finding the lavender unicorn waiting for them just outside. "C'mon," she said. "It's important that I have you all here for this."

She led them all inside the building. As she passed Spike, she said, "Would you make snacks for everypony? And get some for yourself, too."

"Sweet!" Spike said as he finished setting up food for the Peewee and Owlowiscious.

Twilight smiled pleasantly. "Oh, and one more thing: don't come downstairs for the next twenty minutes."

Spike blinked. "Huh?"

"It'll be safer for you if you just stay up here," she said, grinning.

Spike frowned, confused, but then nodded. "Running an experiment, then? I gotcha," he said. "I'll have everything ready by the time you're done."

Twilight smiled, hugging Spike. "Thanks, Spike," she said, turning back to the gathering of ponies and motioning for them to follow her.

Engineer started to move forward, but then he noticed Pyro with a worried expression on her face.

"You okay, darlin'?" he asked.

Pyro turned to him slowly, and said, "...Mister Balloonicorn said he can't follow me down. He says there's something nasty down below..."

Engineer bit his lip, looking over at Twilight, who was waiting for him with a pleasant smile on her face, the others all filing downstairs. "Well..." he said hesitantly. "All the more reason you should come. Your flames can burn away anything nasty, and anything that can't be burned can just be blown away with an airblast. Remember Monoculus and the flyin' eyeballs it shot at us?"

Pyro still looked worried. "I guess so..." she said, and started downstairs with Engineer. "Scout's being way too quiet..."

_He is, _Engineer thought with mild alarm. _Something's wrong..._

Pyro stopped on the staircase near the floor, a terrified expression on her face. "We... we need to go..." she said, her head darting back and forth worriedly.

"Pyro... Pyro, what's wrong?" Engineer said.

"Sheila, what is it?" Sniper called out, taking to the air.

Pyro shook her head, tears coming to her eyes as she started back up the stairs. "This is wrong... This is bad! We need to get out of here NOW!"

"Pyro, what's happening?" Demoman demanded, he and Sniper looking around for a potential threat.

"You don't understand!" Pyro almost shrieked. "This place... something bad is here! Pyroland is ROTTING! WE NEED TO LEAVE NOW!"

"Ahhh..." Trixie said, grinning nervously. "If the crazy firebug is scared, I'm betting we should probably go..."

"Ah'm all for that," Applejack said, "C'mon everypony!"

"No," Twilight, Zecora, Fluttershy, and Pinkie Pie all said as one.

And then the lights went out, blanketing the room in total darkness.

There was some confusion at first. Engineer and Pyro ended up falling off of the stairs the short distance to the floor, while everypony else save for Rainbow Dash, who was used to moving in darkness by now, all stumbled over each other.

"All unicorns, light up the room with yer magic! NOW!" Engineer ordered. His, Pyro's, Trixie's, and Rarity's horns blazed to life, bathing the room in a soft glow...

Revealing Spy standing in the midst of them, having mutated into a changeling version of himself, his eyes glowing black. He let out a hissing roar, everypony else shrieking in fright and backing up.

Trixie backed towards the stairs, revealing Heavy standing guard by them, a demonic grin on his face, his eyes glowing black. Behind him, a healing beam emanating from his horn, was Medic, his eyes as dark as the others.

Pyro's fiery magic aura blazed brighter from the fearful sight, revealing Scout clinging insect-like to a wall, his neck twisted at an impossible angle, a cruel grin on his face, his eyes as dark as the others.

"What is it?!" Rainbow Dash asked, looking around frantically. "What's going on?!"

"Rainbow Dash..." hissed a cold, sinister voice.

A terrified chill raced up Rainbow Dash's spine. "I know that voice..." she whispered, her eyes widening in fright.

Rarity and Applejack had similar frightened expressions on their faces. "It cain't be..." Applejack said. "We healed her... turned her back to normal!"

"That you did," said the voice, although now it seemed to be coming from two mouths now.

"But something interesting happened," said the voices again, with a third added.

"I still live... in a way..." said the voices, with a fourth added.

"Over there!" Rainbow Dash said, pointing in the direction of the voices. The unicorns all turned their light away from the possessed BLUs, shining it to one corner of the room.

Sitting together in one corner, shrouded in darkness, was Pinkie Pie, her hair gone straight, along with Zecora, Fluttershy, and Twilight Sparkle. Cold, demonic grins were on their faces, their eyes catlike and glowing blue.

Engineer shivered. This was so much different than the last time Pinkie was possessed. Before, there was a sense of unease, but no fear. Now, though, the sheer terror he was feeling... it was unlike anything he had felt before.

Pyro held close to him, whimpering. "Cold bad bad cold bad bad cold..." she chanted, shivering.

"What the bloody hell is this?" Sniper demanded, visibly shaken.

"You..." said the voice through Twilight's mouth. "Angel-Hearted Builder... Dark Element of Generosity... You remember when the upstart borrowed my doorway..."

"Doorway... What do you mean?" Engineer demanded. "What doorway?"

The four possessed mares laughed. "The doorways opened by my gifts..." they said.

"The nightmares..." Rarity said softly, realizing.

"Oh yes, Light Element of Generosity," said the voice through Fluttershy. "I am indeed the one who sent those lovely gifts to your friends... Gifts that you remaining five have yet to receive..."

"What's going on?!" Demoman demanded. "Who is this hag?"

"Princess Luna's dark side..." Rainbow Dash said softly, her body lowered in a fight ready position. "Nightmare Moon..."

The BLUs felt their blood run cold at the mention of the name.

"The Lady of Nightmares..." Engineer said softly, remembering the voices he had heard earlier.

"But she shouldn't be here," Applejack insisted. "We purified Princess Luna with the Elements of Harmony!"

"You had only six, as Celestia did," the voice said through Twilight. "Because the purification was incomplete, something interesting happened... I now exist separately from her, after a fashion. I am no longer bound by that weakling."

Derpy whimpered, remembering all too well Nightmare Moon's return. Trixie shivered. "You have an interesting idea of what a gift is," she said. "Especially since it seems others can use them to get in our heads."

The four possessed mares turned to grin at Trixie, her nerve breaking. She gulped hard and backed up against the wall with Engineer and the cowering Pyro.

"My gifts," the four mares said as one, "will be the only thing that saves you one day, Light Element of Hope. And as for the upstart... Heh... That foolish creature, nor either of its kin, will be able to use my doorways again. I will make sure of that."

"We'll stop ye," Demoman declared, glaring at the four possessed mares. "We'll stop the dreams, and then we'll stop ye yuirself."

The four mares just smiled. "Laughing Destruction... Dark Element of Honesty..." they said as one. "It won't be that easy..."

"Why are you here, Nightmare Moon?" Engineer demanded, his heart pounding with terror. "Why are you doing this?"

"To warn you," the demon said through her hosts. "A darkness will rise that only the force closest to the Element of Magic can conquer. For when the quiet sins start to spread, shall a nightmarish eclipse begin..."

A gust of dark wind blew through the room, impossibly 'blowing out' the magic glows of the unicorns. There was a frantic moment as everypony there tried to recover, when a soft, confused voice came from the darkness.

"Um... Why is everypony down in my lab?" Twilight asked, audibly baffled. "And why are the lights all off?"

There was a brief moment of confusion. Rainbow Dash, who was used to darkness by now, flew up and turned the lights back on, revealing that everypony who had been possessed was now back to normal. Once the others had all adjusted to the change in light, the witnesses explained what had happened.

The ones who had been possessed, understandably, were worried.

"This is bad... Very bad..." Twilight said.

"A mad goddess thought beaten still lives, is the one behind zose horrid dreams, and can possess us?" Spy said, pacing back and forth nervously. "Bad is too light a word..."

"I have to get a letter to the princesses... Especially Luna..." Twilight said. "C'mon, let's go."

Just as they started to leave, though, Spike stuck his head into the room. "Twilight! I know you told me to wait twenty minutes, but you gotta come up and see this! Masky Pegasus just escaped from wherever it was Barricade and Harbinger were holding him!"

"Do they need our help in containing him again?" Rarity asked.

Spike laughed. "No way. They're whupping his sorry butt all over Ponyville! I just didn't want you to miss it!"

The others traded confused looks and ran upstairs, heading out to see what Spike was talking about.

Sure enough, Masky Pegasus was free, running past the library. It was covered in half-healed scars (the others decided immediately upon seeing them that they didn't want to know what the two Captains had been doing to it), the desperation evident on its face even with the mask. It tried taking to the air, but Barricade literally slammed into it, plowing it into the ground and kicking up a large mound of dirt.

Trixie snickered. "Sweet Celestia, she really is a bulldozer."

Fluttershy grinned, blushing. "I never told Mom about the bullying I got at school... I was afraid she'd smush the ones responsible..."

"Cannot BELIEVE I am missing this beatdown..." Rainbow Dash muttered, cursing her blindness.

Masky Pegasus tried to scramble away from Barricade, but the titanic pegasus just grabbed its tail in her mouth and slammed it down hard enough to crack the pavement, Masky Pegasus's body making an audible squishing sound, even the BLUs wincing from the impact.

"Then again..." Rainbow Dash winced, having heard several things break inside of Masky Pegasus's body.

Whimpering, limping, its wings a mangled wreck, Masky Pegasus scrambled to its hooves and tried to run, only for an indigo tornado to pick it up and carry it towards the center of town.

Barricade smirked at them. "Good news, bad news," she said. "The bad news is that the Maskies did indeed kill the kids that went missing in Canterlot." The BLUs all turned to glare in the direction Masky Pegasus was taken, as the Elements all looked concerned. Barricade grinned, and added, "Good news, is that this Masky at least is getting some severe payback for his crimes."

"Good," Derpy said softly. "I can't imagine what the parents of those foals are going through... and I don't want to..."

"C'mon!" Scout said, grinning. "Let's go watch before Harbinger gets done whuppin' him!" The others all ran off, cheering Harbinger. Twilight hesitated, clearly wanting to write the letter to Princess Luna.

Medic grinned, motioning for her to follow. "Fraulein Twilight," he said, "ze letter can vait. You must learn to savor these rare moments of Schaudenfreude against vun who deserves it."

Twilight pawed the ground indecisively for a moment... and then grinned, running after the others. She really wanted to see one of those monsters get what was coming to them.

They found Masky Pegasus and Harbinger in front of City Hall. The Masky lay in a bruised, battered pile. One leg was badly twisted, its wings a mangled wreck. It was visibly wheezing.

Harbinger stood before it, a stoic expression on his face. "Harbinger is not my original name, you know," he said. "It's one I earned."

_WhY sHoUlD i CaRe? _Masky Pegasus snarled.

Harbinger smirked, and blurred past Masky Pegasus again, the creature jerking as if struck four times. "I earned it because in my years of service, the enemies of Equestria began to regard me as a herald of sorts. And so I became Harbinger. Herald of Doom for Equestria's enemies. Mark my words well, creature. For I am also the harbinger of your doom."

Masky Pegasus looked into Harbinger's eyes, and saw the truth of that statement, saw that he would kill it without hesitation. He looked around frantically, trying to find a way out... and saw the Elements and the BLUs running towards them.

It glanced back at Harbinger, who was starting towards it again, taking his time, moving casually. It knew it had only one chance at this... It staggered to its hooves, braced itself... and then LAUNCHED itself with surprising strength at Heavy, tackling the giant Earth pony with enough force to knock him away from his comrades, Heavy landing on his back with Masky Pegasus atop him.

Before anypony could react, a gash on Masky Pegasus's chest opened, a tentacle of Smooze oozing out and forcing its way down Heavy's throat.

"GET OFF OF HIM, MAGGOT!" Soldier bellowed, jumping out from behind a building and tackling Masky Pegasus, knocking him away from Heavy. Soldier, his expression one of berserk rage, began slamming Masky Pegasus's head into the ground over and over again, making bloody imprints in the ground. "YOU DON'T TOUCH MY FRIENDS, DAMN YOU! YOU DON'T TOUCH MY FRIENDS!"

"SOLDIER! Enough!" Captain Harbinger ordered, he and Demoman forcibly pulling Soldier away from the battered demon.

"Solly, ye stopped him!" Demoman said, holding onto his longtime friend tightly, trying to calm him down. "That's enough!"

_ToO lAtE... _Masky Pegasus cackled, slowly pulling its broken, battered form upright and pointing in Heavy's direction.

Heavy was writhing about in agony, clutching at his throat. Medic ran over to him, tried to heal him, but a purple flash came up the healing beam, knocking Medic away. Heavy let out a roar of pain, thrashing about as a horn sprouted from his head, massive wings starting to grow through his vest and shirt, tearing them. A cloud of smoke billowed up around him as the BLUs watched in horror at their friend's transformation, not knowing what to do to stop it.

Masky Pegasus cackled. _YoU wIlL aLl SuFfEr NoW! mY tItAnIc NiGhTmArE wIlL cRuSh YoU aLl!_

Rainbow Dash decked it, knocking it down again.

Shrouded in smoke, Heavy, now larger and more imposing, his eyes glowing white, stood up, spreading his wings, the smoke starting to disperse.

"I AM NIGHTMARE... CUDDLES!" the creature declared.

The smoke dissipated, revealing what could only be described as a giant, pastel, baby blue plush toy version of Heavy.

"What?" the BLUs chorused, confused.

"What?" the Elements chorused, equally confused.

_WHAT?! _Masky Pegasus wailed, staring at the fluffy, grinning abomination with the teddy bear print shirt and heart print vest.

_WhAt. _Masky Unicorn said from the hidden place where it was observing this nonsense, Masky Earth Pony laughing its fool head off.

Nightmare Cuddles looked around, smiling warmly at the gathered crowd of ponies. He then spotted the BLUs and grinned happily, scooping them up in a huge bear hug. "My friends, my friends!" he declared, hugging his comrades tightly. "My name here!" he added, giggling and fluttering his giant wings.

"...Yeah, ah got nothing," Engineer said after a moment, having no idea what to make of this new creature.

Scout began laughing. "Holy crap. This Nightmare's passive!"

Pyro giggled. "He's adorable! I love it!"

Nightmare Cuddles blinked. "Love? I LOVE love! I love you all!" he proclaimed to all of Ponyville, who began trading amused looks when they realized they weren't in danger.

Barricade, by this point, was rolling on the ground, laughing her head off. Even Harbinger was having trouble keeping himself from laughing.

"Well," he said, putting a hoof on the shoulder of the dejected Masky Pegasus. "I don't think that went the way you wanted."

Masky Pegasus made a pathetic squeaking sound.

Harbinger snickered. "Come on now," he said. "Let's get you back to your prison."

Masky Pegasus didn't even resist as Harbinger led him away.

Nightmare Cuddles giggled, and began singing, pulling a ukele out of nowhere and dancing around.

"I'm so happy!

Aha! happy go lucky me!

I just go my way,

Living everyday!

I don't worry!

Worrying don't agree,

Things that bother you,

Never bother me!

Things that bother you,

Never bother me

I feel happy and fine!

Aha!

Living in the sunlight,

Loving in the moonlight

Having a wonderful time!

Haven't got a lot,

I don't need a lot

Coffee's only a dime

Living in the sunlight,

Loving in the moonlight,

Having a wonderful time!"

The song sounded so wrong when sung in Heavy's deep rumble. The song seemed more suited for someone with a much higher pitched voice.

Everypony watched, a mix between confused and amused by the whole thing, as Nightmare Cuddles danced around. All save for two.

Rainbow Dash, standing next to Medic, blinked, her ears perking when she heard something coming from him. "Are your... teeth grinding?"

Engineer and Pyro turned towards him, overhearing Rainbow Dash. Sure enough, Medic's expression as he stared at Nightmare Cuddles was one of pure rage, his teeth tightly clenched.

"Zis... Zis is wrong... Ve have to reverse zis as qvickly as possible..." Medic snarled.

"No one seems to be in any immediate danger, Medic," Engineer said.

"Except Heavy. Ve have to restore him, and destroy zis... zis sickening PARODY!" Medic snarled. "I vill not tolerate zis. FIX IT, or I svear by everything I hold holy, zat I vill CARVE Heavy out of that... freak!"

Medic stormed away, Engineer frowning. Pyro nuzzled him, worried. "Engie?"

Engineer sighed. "He's right. We have to get our friend back to normal. Nightmare Cuddles seems pretty passive, so ah guess we can take our time and think this out a little. Since ah'm not sure if we can use the merges outside of a combat situation, let's try talking to Doctor Hooves. He's been doin' a lot of research on the Smooze since he joined up in this."

"I'll go with you," Pyro said. "I like Doctor Hooves. He always has nice cookies."

Engineer smiled.

Soldier was the only other one who didn't seem amused by Nightmare Cuddles. Glaring at the creature suspiciously, he came up to Derpy, startling her when he got her attention.

"It's good to see you, Soldier. I heard you took a memory potion from Zecora?" she said, smiling.

Soldier nodded. "I remember my past completely now... If we live through this, I'll tell you about it..." he said.

Derpy blinked. "Live through... Soldier, look at him!" she said, gesturing to Nightmare Cuddles, who was now happily dancing with Pinkie Pie. "He's a plush toy!"

Soldier stared directly into her eyes. "Derpy, this is very important, and I need you to trust me and do exactly as I say. Do you trust me?"

Derpy blinked. "I... Yes, I do..."

Soldier nodded, relieved. "I want you to make sure that you and your kids do not go near Nightmare Cuddles under any circumstances. Is that clear?"

Derpy gave him a confused look. "But why..."

"Is that clear?!" Soldier demanded.

Derpy nodded, nervous. "Good," Soldier said. "I have a terrible feeling about that... thing... I need to do some more recon, though..."

He ran off again, disappearing into the shadows of the buildings. Derpy stared at Nightmare Cuddles, trying to get a sense of why Soldier was worried.

But she just couldn't see it. She didn't feel any menace from this pastel plush toy of a Nightmare at all.

A few minutes later, Nightmare Cuddles finished his mini-concert, and proclaimed that he was going to be helpful for the rest of the day and make lots of friends. Engineer and Pyro headed for the edge of town, where Doctor Hooves's lab was.

When they were a block away, however, Nightmare Cuddles literally appeared in front of them, grinning widely.

"HELLO!" he chirped.

Engineer patted his heart, shaking his head in irritation. "Don't do that," he said.

"Oh, I am sorry," Nightmare Cuddles said, looking honestly apologetic. "I will be sure that you see me coming next time." 

"That's okay," Pyro said, grinning. Something about this creature was strangely comforting to her, like it fit directly into Pyroland. "So whatcha up to?"

Nightmare Cuddles shrugged. "Got curious as to what my friends were doing. Tiny Engineer and Pyro were closest," he said.

"We're just goin' to see if Doctor Hooves can get you fixed right up," Engineer said.

Nightmare Cuddles blinked. "Fix me? But I feel fine," he said.

"Heavy... You're not fine. You've got a huge case of Smooze poisoning and its only because of dumb luck that you weren't turned into somethin' violent. We need to get you back to normal," Engineer said.

Nightmare Cuddles grinned. "Engineer is credit to team and very good friend," he said, smiling. "Seems like a lot of work, though."

Engineer shrugged. "Not too much work, right Pyro?" he said, turning to look at her, only to find her staring at Nightmare Cuddles with a dazed look on her face. He whirled, only to find himself transfixed by Nightmare Cuddles's eyes, which were glowing with a soft blue light. He tried to look away, but he couldn't move, his mind and body paralyzed by the Nightmare's power.

Nightmare Cuddles smirked. "Yes. Is definitely too much work," he said.

Engineer and Pyro, both under the Nightmare's thrall, found themselves agreeing with whatever he was saying.

Nightmare Cuddles lowered his horn, which began to glow. A soft line of energy traced itself from Pyro's head to Engineer's, Engineer's vision becoming overlayed by Pyroland.

"Both of you have done SO MUCH for team," Nightmare Cuddles said, his puppets nodding mindlessly. He smirked, and added, "I think you both should relax. Let other ponies handle problem. Enjoy the happiness of Pyroland, and make out like horny little rabbits."

His eyes stopped glowing, Engineer and Pyro staggering a bit as they recovered from the brainwashing. Engineer blinked, removing his goggles in confusion, only to find that he was still seeing Pyroland.

And more, he was finding it hard to care. "You're right, pardner," Engineer said. "We've done enough."

Pyro nodded. "Let someone else handle things," she said. "Me and Engie are gonna go have some fun."

Engineer blushed. "Soon as we figure out how," he said, looking around the colorful landscape that was Pyroland.

Pyro giggled. "Oh, I have an idea or two. Now c'mon," she said, tugging him gently with her magic.

Nightmare Cuddles grinned wickedly as he watched the two of them run off, presumably to find a nice, quiet makeout spot. He stroked his chin thoughtfully, looking in the direction they were going initially.

"...Doctor Hooves is no threat," he rumbled, heading for Doctor Hooves's lab. "But better to be safe than sorry. No need to rush this, either. After all, I have all the time in the world now."

_**TO BE CONTINUED...**_


	15. A RED Interlude

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 15: A RED Interlude**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one week after the events of the previous chapter. Also, please note that my Tumblr blog is now accepting questions to the characters as well as to me! _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_2Fort..._

_Evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Finally," RED Sniper muttered as Merasmus approached the base, the wiry old wizard shrouded from the icy desert evening by his heavy cloak, his head mostly hidden by his skull headdress, giving him the appearance of a grim reaper wandering across the desert. RED Scout opened the gate, RED Soldier going out to greet him.

"It's good to see you, old friend," RED Soldier said, honestly relieved to have the wizard here.

"I would have been here sooner," Merasmus said, shaking RED Soldier's hand, "But my teleportation magic always malfunctions around this facility. I had to appear a distance away and walk the rest of the way."

"Do you need a drink or something? We have beer," RED Soldier said.

Merasmus chuckled. "I went into a magical trance to rejuvenate myself before coming here. I will not need food for another week," he said. "And judging by the fact that you're actually being polite, I'd say that you all are under some stress and would prefer I get to business quickly."

RED Soldier grumbled and sighed. "Weird things have been happening, Merasmus. And things have just been getting weirder. Earlier, I think I told you about this already, Sniper started hearing music and freaking out from the spot where the BLUs vanished... That's gone now, thank God..."

Merasmus stroked his dirty, stubbled chin thoughtfully. "Has anything else odd been happening?"

RED Soldier removed his helmet and rubbed his temples. "Heavy fainted about an hour before you arrived. Nothing we've tried has woken him up. I've never seen Medic that concerned about anyone before... And..."

When RED Soldier paused, Merasmus looked over to him. He was shocked when he saw tears in the normally fearless warrior's eyes.

"I remember everything now," RED Soldier said. "All of the memories from before the war... I remember my real name, my family... It's all come back to me, and I DO NOT KNOW HOW IT HAPPENED!" He gave Merasmus an agonized look. "I'm... I'm scared. This is way beyond anything that's happened to ANY of us before."

"You did the right thing in calling me," the wizard said, worried for his friend.

"I need an opponent, Merasmus. I need someone to fight, to kill," RED Soldier said. "I can't handle this mystic shit. Give me something to shoot a rocket at. Give me something to strangle. Then I can actually feel useful..."

"I will do what I can," he said as they entered the lounge where the others were gathered, save for RED Medic, RED Heavy, and RED Engineer.

RED Scout started to say something, when RED Engineer came in, a disturbed look on his face. His goggles were off, and he was rubbing his eyes and blinking, looking around.

"Laddie, what is it?" RED Demoman asked.

"I... I don't know how it happened..." he said. "But for some reason... I'm seeing and hearing Pyroland WITHOUT the goggles."

"WHAT?!" RED Scout shouted.

"How is that even possible?" RED Sniper said.

"Nononononono," RED Pyro said, starting everyone by how clearly she said it. She was visibly frightened, shaking her head frantically. "Hsss nhht fhhr yhh! Yhh CHHN'T bhh suuhing it!"

"Pyro, darlin,' calm down," RED Engineer said, coming over to her and hugging the shivering firebug. "We'll figure this out. Ah know " RED Pyro tensed for a moment. RED Engineer whispered something to her, and she seemed to calm down.

_Darlin'? _RED Scout thought. _Is Pyro a girl? Engie and Medic do seem to hang around with him... or her... whatever. They're around the freak the most, so I guess they might know..._

Merasmus gave RED Soldier a confused look. RED Soldier shook his head. "Pyro... sees things differently than the rest of us. Does anyone have their goggles?" he said.

RED Scout shrugged, pulling a pair of goggles vaguely similar to RED Pyro's mask out. Merasmus frowned, pulling them on over his face...

...and yelped as everything became absurdly colorful.

"Welcome to Pyroland," RED Engineer said. "You're seein' what Pyro sees normally."

"How... cheerful," Merasmus said, looking around in amazement. Outside, through the window, two giant balloon kittens were bouncing around, singing a cheerful song. The grenades on the chest belts of RED Pyro, RED Demoman, and RED Soldier had turned into baby bottles filled with milk, and the walls were lined with colorful, childish scribbles.

RED Demoman took a sip from his bottle of scrumpy. "If ye see a giant floatin' unicorn balloon talking to ye, dinnae worry. Pyro's imagination is not only elaborate, it's interactive."

Merasmus stared at the pink unicorn balloon staring back at him, sighing a little in relief. "Good. So I'm not imagining this thing looking directly at me."

"So you're finally going to let them know the truth?" Balloonicorn said.

Merasmus blinked, staring at the floating balloon animal. He stared into Balloonicorn's eyes... and nodded, understanding. "You're connected to both Pyros," the wizard said.

RED Pyro and RED Engineer traded startled looks.

"Yes," Balloonicorn said. "But because of the nature of Pyroland, I can't say anything to either of them, because of the harm it will cause. It has to be someone from outside."

Merasmus nodded. "I understand... I will do what I can for them..."

"Help them," Balloonicorn said, his toyetic face somehow able to convey the fear he was feeling quite will. "They're all in danger. So much evil is coming in the world they're in... There were times... There were times when the evil was so strong it started to rot Pyroland away..."

"ROT Pyroland?" RED Engineer said, confused, RED Pyro looking frightened by the very idea of it.

Balloonicorn ignored him, and instead turned to RED Pyro, hugging her. "I'll be there when you need me," he said, RED Pyro hesitantly hugging him back, "But I also have to be there for her as well. Be safe. And be wary. If Heavy wakes up before the problem is solved, you will all be in danger."

RED Pyro blinked, and watched as Balloonicorn teleported away. "Buhbhh..." she said softly.

As Merasmus removed the Pyrovision Goggles, blinking as his perceptions returned to normal, RED Engineer stroked his chin thoughtfully. "What could Balloonicorn have meant by all that?" he said.

RED Medic came into the room, startling everyone. "He is stable..." he said, "Not much more zan zat..."

"The big guy still down, then?" RED Scout asked.

RED Medic nodded, going over to a coffee pot and pouring himself a cup. "Judging by the smell, I'd say ze vizard is here," he said. "Und yes. Heavy is still down. I do not know vhy, zhough..."

Merasmus scowled at the insult, but decided to let it go. "Before we begin, I will explain why you MUST find the BLUs and retrieve them. It will also explain Engineer and Heavy's sudden ailments, and the sudden return of Soldier's pre-war memories."

RED Engineer sighed. "Mysticism... All right," he said, rubbing his temples. "Let's hear it."

RED Soldier nodded. "I'm still not convinced that we actually need those BLU maggots, but go ahead."

Merasmus sighed. "...You'll have to give me a moment, as the reason also involves a heinous crime that I am complicit in." He sat down on a metal chair and took a deep breath, composing himself. The REDs all moved to sit down as well, gathering around him.

"...It all started around the time you nine were hired by both companies," Merasmus said.

RED Scout blinked. "Wait, we were hired by RED, not BLU," he said, RED Spy shushing him.

Merasmus continued, ignoring the interruption. "Redmond and Blutarch Mann came to the same conclusion, that the nine of you would make the perfect mercenary team, your skills complimenting each other in every way. The problem was, that they both wanted you. And then the Administrator made a suggestion," he said.

He shivered softly, and continued. "It was an old ritual. I did not know why she wanted to know how to perform it, and I did not find out until it was far too late," he said, spinning his staff in the air as the room began to shift, filling with an illusion of the past.

The REDs watched, startled, as they came into a darkened warehouse, the only light coming from two spotlights, one larger black area and the other a podium with an ancient, ornately-designed cup on it. To their surprise, some of the colors they were wearing were different. Spy and Pyro wore all-black versions of their suits. Sniper wore primarily blue with a dark gray vest. Engineer wore blue. Soldier wore camouflage. Medic and Heavy wore red. Scout wore white. And Demoman wore gray.

"All right," the Demoman in the vision said, looking up at the glass window wear two men in wheelchairs stared down at them. "We're all here, lads. The question is why?"

The Engineer in the vision looked up at the window, squinting beneath his goggles. "Mister Redmond? Mister Blutarch? Is that you?"

The two withered old men in the wheelchairs stared at each other, Blutarch reaching for a comm-link and activating it. "Yes, Mister Conagher. It is."

The Engineer in the vision smiled amiably. "Ah guess you've figured out the issue of which of us is working for whom, eh?"

Blutarch nodded. "We have," he said. "Helen? Begin the ritual."

The mercenaries in the vision traded confused looks. The Administrator came out of the shadows, an open spellbook in her hands, which she placed on the podium. She bit her finger, drawing blood, and traced it along a symbol in the book while reading words from it aloud. From the floor, nine holes opened up, revealing Australium carved into sacred symbols.

"Is TRAP!" the Heavy in the vision rumbled. The mercenaries moved to attack, raising their weapons, but clamps shot from the floor, entrapping their arms and shocking them, holding them in place and forcing them to drop their weapons. More clamps popped from the floor to hold their legs, the mechanical limbs keeping them immobile, their arms outstretched.

RED Sniper stared, confused. "I don't remember any of this..."

"A side effect of the spell," Merasmus said. "Let the vision play out, and all will be explained."

In the vision, the Administrator kept reading, ignoring the curses and threats spewed by the mercenaries. As she read, the Australium holy symbols began to glow, golden lightning forming around them. The rage on the faces of the mercenaries started to give way to fear as the symbols began to hover, circling around them.

"Vhat is zis?" the Medic in the vision demanded. "Vhat is going on?"

The Administrator ignored him, pulling out a ritual knife and picking up the cup. From each mercenary in the vision, she took blood from their hands with the knife, placing it in the cup. She brought it over to the book and poured the blood on it.

The Australium holy symbols glowed brightly, lightning lancing out from them and into the mercenaries, the mechanical arms getting destroyed by the force of the magic. They all screamed, writhing in agony as the lightning flowed in and out of their bodies.

And as the mercenaries watched the vision, their bodies began to divide. The mercenaries in the vision slowly split in two, screaming and writhing in agony until finally they had split completely, two exact copies of the same mercenaries laying beside each other, completely inert.

RED Demoman's bottle dropped from his hand, he and the other mercenaries staring in shock.

"What..." RED Scout said, "I don't..."

"Your souls were split that day, thanks to the ritual and the curse metal," Merasmus said. "Each half contained in an exact replica of the original body. You ARE the BLUs. And they are you."

"Bloody hell..." RED Sniper said. "The Manns split our souls?"

RED Engineer shook his head. "But... But that makes no sense! Why not just clone us?! Why use some convoluted magical thing to divide us?"

The Administrator chose that moment to chime in. "Redmond and Blutarch have never done anything the simple way, or the practical one. Redmond's idea on how to continue the Mann family line still makes me throw up in my mouth a little... Ngh... I asked them about it, and they felt that a clone would not be as efficient as the original. Hence, asking me to con Merasmus into giving them the ritual."

The REDs cast murderous glares towards the speaker it came from.

"You miserable cunt," RED Spy said, scowling.

"What about our families?!" RED Scout shouted.

Merasmus lowered his head shamefully.

RED Spy frowned when he saw the wizard's expression. "...My BLU counterpart and I discussed this. When we visited ze Scout's mother, she always thought that whichever version of us it was zat visited her was ze one she had always been seeing. Ze Administrator convinced you to brainwash our families, didn't she? So zat, say, Scout's mother and siblings would think zat Scout always worked for RED when the RED version visited them, and zat Scout had always worked for BLU when the BLU version visited them," he said.

Merasmus nodded, looking ashamed.

"Ye bloody BASTARD!" RED Demoman snarled, glaring at the magician.

RED Sniper growled, tightening his grip on his kukri knife angrily. "How dare you mess with our families?!" he snarled.

Merasmus nodded. "It is true," he said. "When I found out what the Administrator had done, I tried to intervene. But she threatened to have one of the teams destroyed, using the curse metal sigils to tear the soul halves apart. I couldn't let you all live with just half a soul, so I complied with her wishes. But with BLU team's disappearance, I'm done with it. I'm done letting her manipulate us all. Killers you all may be, you are still good men. I won't let you live your lives with half a soul."

RED Engineer frowned, trying to process all this. Then a horrible idea occurred to him. "What's happening to me, Heavy, and Soldier, and what happened to Sniper earlier... It's a side effect of what's happening to the BLUs, isn't it? We're experiencing what they are experiencing."

The other REDs gave RED Engineer alarmed looks.

"...Because they're the other half of our souls," RED Spy said softly, suddenly understanding, "we're experiencing residuals of what they are going through."

"I have done all of you a great wrong," Merasmus said. "My guilt is what led to my earlier belligerence towards you, Soldier. Today is the day I start making up for my crimes."

"That's all well and good, mate, but that still doesn't solve the problem of what the hell's happening to the BLUs right now," RED Sniper said, still irritated with the wizard but willing to give him a chance. RED Demoman and RED Scout seemed to be willing as well.

Merasmus looked thoughtful for a moment. "If I had something that one of them valued in some way... Something close to their heart..."

"Vhat about a head?" RED Medic said, casually sipping his coffee. Everyone stared at the German mad scientist strangely. He shrugged, and said, "I kept a BLU Spy's head. He's long since respawned, but I kept ze head alive as an amusing experiment. He's in my fridge."

"You kept a head," RED Spy said in disbelief.

Merasmus nodded, looking undisturbed by the thought of keeping a reanimated head. "That would be perfect, yes. Bring it to me, and I will perform the diving ritual here," he said.

RED Medic nodded, heading back to his lab. RED Spy stared in the direction he left, an ill expression on his face. "He KEPT... a HEAD..."

Soon after, RED Medic came back in, a vicious grin on his face, a BLU Spy's head on a plate, wired up to several electrodes, smoking a cigarette. "Here he is, everyone. My best friend in ze whole vurld, Herr Grumpykins."

"FUUUUUUUUUUUUUUUUCK. YOOOOOOOOOOOOOOOOOOOOOU," the BLU Spy head said.

"Herr Grumpykins?" RED Scout said, trying and failing not to chuckle.

"Every day you find a new way to be horrifying," RED Sniper said.

"Zank you," RED Medic said, patting the thoroughly grumpy head as he set it down on the table.

"At least it is fucking warm out here," the disembodied head said. "I've been in zat goddamn fridge for years now. Do you know how many times I've gone insane and recovered? THREE TIMES! And STILL zis bastard wouldn't kill me!"

Merasmus gave RED Medic an odd look. "...Interesting. Why have you kept the head alive?"

"For SCIENCE!" RED Medic declared.

"...That's not an answer," Merasmus said.

"For him it is," RED Demoman said, taking a deep swig from his scrumpy bottle.

"You KEPT. His HEAD. ALIVE," RED Spy said, staring at RED Medic.

RED Pyro crawled over and looked at the severed head.

"...What ze fuck do you want?" the understandably grumpy head asked.

After a long moment, RED Pyro grabbed the severed head and hugged it. "Hrrr Grmmpyknns!" she chirped. RED Engineer facepalmed, shaking his head and smiling, as the others chuckled at the sight.

"PLEASE tell me I'm going to die soon," the severed head groaned.

"The ritual will kill you, most definitely," Merasmus said. "The magic I'm using to see into the other world will destroy the medium used to view it. That's you."

The BLU Spy's head nodded, visibly relieved.

"You didn't mention zat," RED Medic said, irritated.

"Would one of the heads from my collection do?" RED Soldier offered. This time RED Sniper was the one who needed a drink.

"Bloody whack jobs, the lot of ya," RED Sniper muttered.

"Why do ye think I drink so much?" RED Demoman chuckled.

Merasmus shook his head. "It's better if we use the living head. That way he can tell us what he sees when we peer into whatever dimension the BLUs were taken."

"And to think, a few years ago, I wouldn't have believed any of this," RED Engineer said, shaking his head.

Merasmus picked up the head. "You say that the first incident, Sniper's sudden terror, started at the spot where the BLUs were taken by the Rainbow of Darkness?"

RED Sniper nodded, shuddering.

Merasmus stroked his chin thoughtfully. "Then that is where we will perform the ritual." He picked up the BLU Spy's head and started to leave, when he paused. "...I'm not sure what will happen, so you had best bring your guns."

The REDs traded worried looks, and went to their rooms to grab their weapons, Merasmus going on ahead with the severed BLU Spy's head. He paused and sat Indian-style in the center of the spot where the BLUs had vanished. The others arrived, RED Engineer carting a Sentry, RED Medic building up an Ubercharge on RED Demoman.

BLU Spy frowned. "When do we get to the part that kills me?" he demanded.

Merasmus pulled a cask of ashes from his robes and used them to write runes on the head's face. "Patience," the wizard said. "We need you to look and see where your regenerated body has gone, as well as all the other BLUs."

The severed head nodded as best it could. "I thought it was a bit quiet around here recently," he said. "But how am I supposed to find them? I'm just a head."

Merasmus began whispering ancient words of power, taking a lotus position. The head's eyes began to glow, along with the runes on its face.

"Oh," the head said, its amazement clear. "That's how."

"Tell us what you see," Merasmus said.

The severed head frowned. "It's... colorful. The BLUs... they've all been turned into..." The severed head looked confused. "Ponies?"

"Say wha?" RED Scout said, smirking. "They got turned into sissy horses?"

BLU Spy nodded. "Ponies are ze most dominant species in zat world, apparently... Ponies in all the colors you can imagine... The BLU Heavy, Demoman, and Soldier... became what is called Earth ponies there. The breed is better at farming due to a stronger connection to ze land, and has greater strength and stamina..."

"Brutes become brutes," RED Medic said, "Zat makes sense."

"Engineer, Medic, and Pyro... All became... unicorns. Zey have magic now."

RED Engineer blinked. "Magic? Fascinating..." he said softly, the situation becoming more interesting. RED Medic also showed increased interest.

BLU Spy's eyes widened. "Pyro is a girl, apparently."

RED Demoman, RED Soldier, RED Scout, RED Spy, and RED Sniper's eyes widened in surprise. They all turned to RED Pyro, staring in surprise.

RED Pyro turned to RED Engineer, who shrugged. RED Pyro nodded and pulled off her mask, revealing a face that may at one point been lovely, but was now badly mangled by burns to the point where it was impossible to tell her ethnicity, her hair patchy and missing in places.

"Yep, this is me," RED Pyro said, giggling.

RED Scout smirked. "This explains so much, actually," he said.

"How do ye bloody figure?" RED Demoman asked, wondering how he could have missed it all this time.

"Well, women are crazy," RED Scout said.

RED Sniper was closest, so he was the one who slapped RED Scout in the back of the head.

"What did the rest of us turn into?" RED Spy asked, lighting a cigarette.

"Pegasi... " the severed head said. "Zey can fly and manipulate ze weather..."

RED Scout grinned. "That's actually a pretty sweet deal."

The severed head continued. "Ze BLU Spy... he's a halfbreed of somezing called a 'changeling,' a shapeshifting insect-pony of some kind."

RED Scout opened his mouth again for another wisecrack. RED Sniper slapped him before he could say anything. "Save it," he said. "This is important."

"What's going on over there?" RED Engineer asked. "Why were the BLUs brought over there?"

The BLU Spy head concentrated, trying to 'see' the details of the world. "Zey were brought zere... by ze Rainbow of Darkness... To fight... somezing. They have already had major battles against demons called 'Nightmares.'"

"As if bloody Monoculus and the Horsemann weren't enough," RED Sniper muttered.

"Ze Nightmares... zey are created through the ingestion of a substance of pure evil... a purple sludge zat, when consumed willingly or ozzerwise, turns you into a monster..." the severed head said, trying to process the images he was receiving through the magic.

RED Medic stroked his chin thoughtfully. "Zis sludge sounds like it'd be perfect for some experiments I've been wanting to try..."

"No, Medic," the other REDs said in perfect unison.

"But," he started.

"NO," the REDs said in perfect unison again.

"Dummkopfs," RED Medic muttered.

"Zere is more," the severed head said, its expression becoming worried. "Zey have become residents of a town called Ponyville, which is a short distance from ze capital of the nation, called Canterlot..."

"Good lord the pony puns..." RED Scout muttered.

"Do you ever shut up?" RED Soldier snarled.

RED Scout smirked. "It'd be writing me out-of-character if I did," he teased.

The severed head continued on, ignoring the banter. "The townspeople are still wary of zem because of zere open willingness to kill, but zey are fond of zem because zey haved saved zem so many times... They have developed a strong friendship with nine mares who are avatars of a powerful magic... and..." A shocked look crossed the severed head's face. "And zey have discovered zat zey also are avatars of zis magic... ze dark counterparts to ze light from ze mares..."

The REDs traded shocked looks. RED Engineer's eyes went wide in realization. "That's the link," he said softly. "Because they're the other half of our souls, we're getting lesser versions of the magic they're experiencing... through this magical power they've become avatars of..."

RED Medic scowled. "Zat explains ze vhy, but not ze vhat," he said, turning to the severed head. "Vhat is happening now? Vhy have Soldier, Heavy, und Engineer been affected?"

The severed head concentrated. "My team's Soldier... in moments of peace he had been having flashbacks to his life before ze war... Zey had been getting stronger, so he went to a zebra herbalist who lives in the local forest... She is one of the magical avatars... to get a potion to restore his memories..."

"It worked," RED Soldier said softly. "Very well..."

The severed head continued. "Heavy... has been corrupted. He has been transformed into... it is a demon, like ze others, but one zat appears very cuddly and harmless..."

RED Medic looked alarmed, and looked back towards their base, worried for his friend.

"It is the seemingly harmless things zat are ze most dangerous sometimes. Has ze corrupted Heavy made a move yet?" RED Spy asked.

The severed head nodded. "It has... It's already brainwashed Pyro and Engineer into abandoning attempts to restore him, copying some of Pyro's delusions onto him and... oh wow..." The head chuckled. "Zey've been brainwashed into abandoning any attempts to restore Heavy and go fuck like rabbits. My my, Engie... Who knew you had zat much stamina?"

RED Engineer blushed. RED Pyro giggled, hugging his arm and nuzzling him. The other REDs gave the two of them mildly amused looks, save for RED Spy, who just facepalmed.

"Well that explains what happened to me, then," the technician said, coughing and blushing.

"Is there ANYONE trying to do something about it?" RED Sniper asked, confused.

"So far, just Soldier," the severed head said. "Ze others are acting slowly, because zey zink ze form Heavy has taken is passive and harmless... Medic wants nothing to do with it because he feels zat ze form it has taken is an insult to his friend... Only Soldier seems to suspect anything..."

RED Demoman frowned. "Be safe, Solly..." he said softly, taking a sip from his bottle.

Merasmus frowned. "Can you see who the mastermind behind the plan is?"

"I can try," the severed head said. It concentrated, the runes on its face glowing even brighter. The head seemed pained, the mercenaries taking a step back in alarm. "Ze land... is ruled by a sun goddess and a moon goddess... And somezing is trying to drive the sun goddess insane... Ze creature is..."

The severed head suddenly let out an ear-piercing shriek of agony and exploded, knocking the REDs and Merasmus back, tipping over RED Engineer's Sentry.

As the group of them recovered, they turned towards the circle... and gasped.

The blood from the exploding head had formed a simple. A circle with an 'X' over it.

And standing in was a tall, slender, faceless man with pale white skin and long arms, clad in a black suit with a blood red tie.

"No... NO!" Merasmus shrieked in sheer terror. "KILL IT!"

RED Medic turned his Ubercharge on RED Demoman, ethereal red armor surrounding the both of them as the demolitions expert prepared to blast grenades right in his face, RED Engineer quickly setting up his Sentry again.

Tentacles extended from the slender man's back, piercing through the fully Ubercharged RED Demoman and RED Medic. The shock on everyone's faces was evident as the slender man slowly drew its tentacle out, both of them falling dead, the Ubercharge flickering out.

"But... But they were invincible!" RED Scout said, horrified..

"This thing is apparently stronger," RED Engineer said, pulling out his Wrangler, the Sentry responding to the radar gun and taking aim where he pointed it. "OPEN FIRE!"

Point blank rockets and bullets pelted the slender man, Pyro standing right next to it and blasting it in the face with her flamethrower. It stared at them for a moment, and then, ignoring them, turned and started to leave, walking slowly out of the basement. As it did, the REDs stopped firing, confused.

"Should... should we let it go?" RED Sniper said. "I've been scoring headshot after headshot and this thing isn't even flinching."

"...Didn't Mr. Balloonicorn say that if Heavy woke up before the whole thing was resolved, we'd all be in danger?" RED Pyro said after a moment.

"Yeah, he did..." RED Engineer said, horror dawning on his face as he started to realize what the slender man was doing. "And if the BLU Heavy's been corrupted and ours is feeling it..."

"MERDE!" RED Spy cursed, pulling out his knife and running after it. He jumped on the thing's back, trying to carve open its throat, but it just sprouted tentacles, piercing RED Spy through and letting him drop lifelessly to the ground. The others kept their distance, running ahead of the creature and firing at it, desperately trying to stop it, RED Engineer setting up a Dispenser to keep everyone's weapons loaded.

RED Medic and RED Demoman respawned in their locker room, looking shaken.

"What the hell..." RED Demoman said, patting his chest where the tentacle had pierced him.

"I do not understand," RED Medic said, staring at his Medigun in confusion. "Ve vere INVINCIBLE!"

RED Spy respawned a moment later. "Hurry, gentlemen," he said. "Ze slender man is going for Heavy!"

"VHAT?!" RED Medic almost shrieked.

"Bloody hell," RED Demoman said. "Better get yuir Kritzkrieg instead, Doc."

"Anything to keep him away from Heavy..." RED Spy muttered, the two of them running out to fight again, Spy stopping to change weapons, getting out the Enforcer and Ambassador revolvers. RED Medic quickly removed his Medigun backpack and pulled his Kritzkrieg one on, running after them.

They met up with the others on the outer bridge, all of them firing desperately at the slender man, who just ignored the heavy caliber fire heading towards it. RED Pyro ran around in front of it and began using airblasts, trying to push the creature back, RED Spy joining in with his revolvers, charging forward even as Demoman blasted it with his pipebombs and sticky bombs.

Ignoring all of the attacks, it reached out with its impossibly long arms and grabbed both RED Spy and RED Pyro's heads. Both of them screamed and collapsed when the slender man dropped them, RED Pyro curling into a fetal position and RED Spy scrambling away into a corner.

"Mommy, please, don't hurt me anymore!" RED Pyro whimpered. "I'm sorry, mommy! Please, it hurts!"

"Papa! Forgive me, papa!" RED Spy sobbed, covering his head, as if to ward off blows. "I'm sorry, I didn't mean to!"

"Sonuvabitch!" RED Engineer swore, tossing his Wrangler to Scout and running over to RED Pyro, trying and failing to console the sobbing pyromaniac, her mind locked into whatever horror she was experiencing.

"HOW THE HELL DO YOU KILL THIS FUCKING THING!?" RED Soldier bellowed, frustrated beyond imagining.

RED Demoman quickly ran to grab some more ammunition, RED Medic still keeping the Kritzkrieg charging on him. As he did, Merasmus stepped forward, his staff glowing.

"MONOCULUS! I SUMMON THEE!" he bellowed. "DESTROY THIS BEAST!"

The others save for RED Pyro and RED Spy, and RED Engineer, who was pulling RED Pyro to safety, turned towards the wizard, grinning as Merasmus summoned the monster they had fought before, this time to fight on their side.

From an eldritch portal a giant eye emerged, tendons trailing behind it. The demonic eye blinked once, looking around, knowing that its master had summoned it to kill something. And then it saw the slender man, who stared up at it impassively. Monoculus's eyelid opened widely in alarm.

"Did that thing just... look scared?" RED Sniper said, alarmed.

"It did..." RED Scout moaned.

Monoculus began attacking, firing exploding eyeballs from its iris at the slender man. The slender man actually seemed to be hurt by them, taking a step back. Monoculus moved in, firing faster and faster.

The slender man stared at the floating eyeball, its faceless face somehow conveying irritation. A single tentacle from the slender man's body pierced through the creature, Monoculus groaning and exploding in a cloud of urine and broken glass.

The slender man continued on.

"Oh man..." RED Scout moaned, turning the Sentry on the slender man again. "It killed the eyeball in one shot!"

"Please tell me you have a stronger creature to summon," RED Soldier said, cursing as his rockets did nothing to deter the creature.

"Monoculus was my strongest," Merasmus said, his voice a hoarse, terrified whisper.

"Tell me ye've got a charge, Doc..." RED Demoman said, slowly backing away as the slender man entered the base.

"Yes! GO! GO!" RED Medic said as he triggered the Kritzkrieg's Ubercharge. RED Demoman felt a strong, almost electric tingling in his hand as his weapon was supercharged, lightning dancing around his grenade launcher. He opened fire, supercharged grenades exploding in the slender man's face.

It didn't even react to the explosions.

"DAMN YE! TAKE DAMAGE! START BLEEDING! _ACT PAINED_, DAMN YE!" RED Demoman cursed, unloading every clip he had at the monster, everyone except RED Engineer, RED Pyro, and RED Spy coming in as well, emptying out their weapons into the creature, to no avail. In desperation, they all piled onto the creature. The slender man didn't even stop, sprouting tentacles which killed RED Sniper, RED Demoman, RED Scout, and RED Soldier, tossing them aside, knocking RED Medic off of him as well.

It continued walking.

Continued towards Heavy.

"Nein..." RED Medic said, desperately scrambling ahead of the creature. He ran into the medlab, where RED Heavy lay attached to a life support machine, the massive man looking surprisingly peaceful. He turned, and saw the slender man striding towards him.

"Nein... Do not take him!" RED Medic screamed, firing his syringe gun at the creature, to even less effect than the other weapons. "Take me if you vant! I deserve Hell more zan any of ze others! But DO NOT TAKE HIM!"

The slender man ignored him, and continued onward.

The others respawned, and began running towards the medlab, weapons at the ready.

RED Medic, desperate, hefted RED Heavy's minigun off of the gurney he had set up for it. He struggled to keep it upright, the massive gun shaking in his grip.

"You won't take him!" RED Medic growled, tears in his eyes. "I svear, by all that I hold holy, zat you will not take him!"

The slender man entered the medlab. Merasmus lead the other mercenaries in a charge, but they would never get to it in time.

"You von't hurt mein freund! YOU VON'T HURT MEIN FREUND!" RED Medic screamed, revving the minigun up.

"Doctor..." the comatose RED Heavy moaned. "Run..."

And magic ignited.

A silver tiara appeared on RED Medic's head, his eyes glowing, an ethereal image of a pink butterfly appearing in front of the minigun's barrel. RED Medic screamed, and squeezed the trigger.

And for the first time, the slender man seemed alarmed.

Bullets passed through the butterfly, taking on a pinkish glow and tearing through the slender man, forcing it back. The wizard and the RED mercenaries jumped to the side in surprise as the slender man was forced passed them, writhing in pain as the colorful bullets tore into it, RED Medic following it out, keeping up the rate of fire. A hideous, haunting shriek came from the creature as it seemed to break apart, dissolving into a mass of shadowy tentacles before vanishing.

RED Medic kept firing at the place it vanished until the minigun was emptied. Only then did he collapse, the tiara and butterfly vanishing.

"...Holy shit that was awesome," RED Scout laughed.

"Nice job, Kraut!" RED Soldier cheered. "You killed that bastard!"

"He vill not take mein freund... I vill not allow it... I vill kill it and all those like it first..." RED Medic said, bracing himself upright on the smoking minigun.

Merasmus shook his head. "...The threat is not yet over."

"Dunno what battle ye were watching, Merasmus," RED Demoman said, helping RED Medic to his feet, "But it looks te me like Medic scragged that bastard."

"It wasn't the real creature," Merasmus said softly. "It was just... an extension. An avatar of the beast from the world the BLUs are in..."

RED Sniper gave the wizard a worried look. "...What is that thing, anyway?"

At that moment, RED Engineer came in, supporting RED Pyro and RED Spy, both of them looking visibly shaken.

"Whatever you did, boys, it worked. That brain warp ol' slendy did on Pyro and Spy wore off," he said as he helped RED Pyro and RED Spy to a place where they could sit down.

"WHAT IN BLAZES HAPPENED?!" the Administrator demanded. "I lost the feed after the head exploded and only just now got it back! What happened!?"

"A good question," RED Soldier said. He quickly explained everything that happened, and then turned to Merasmus. "So what was that thing, anyway?"

Merasmus shivered. "It has many names. Most often it is called the Slenderman. It is... a monster. It feeds on suffering and terror... And it is said that it devours children..."

RED Engineer's thoughts immediately turned to his daughter. He really wished he wasn't seeing Pyroland right now. The cheerful pastel of the world did not fit his mood at all...

"That creature we just fought? It was just an avatar of the one in the world the BLUs are in, I could tell. It was... at the most a fiftieth as strong as the original. And that's rounding up," Merasmus continued.

"Bloody hell," RED Demoman said, his expression horrified. "The thing slaughtered us! If we did'nae have the respawn..."

"It is a miracle that we were able to drive it away. From what I can tell, RED Medic somehow tapped into the magic that is empowering both his BLU counterpart and Heavy's," Merasmus said.

"Remarkable..." the Administrator said softly, in clear admiration of Slenderman.

"And I fear..." Merasmus said, sitting down on a bench, "...I fear that my accidental summoning of that world's Slenderman to this plane may have attracted the attention of the Slenderman in this world."

The REDs stared at Merasmus with horrified expressions on their faces.

"...Are you saying... the full version of that THING..." RED Scout managed to choke out, "...exists in THIS WORLD!?"

Merasmus sighed. "It does. It exists in every world. I dare not explain more to you, as the more you know about it, the more vulnerable you become to it," he said. "Many of my peers have either died or gone mad in their attempts to seek knowledge of this thing..."

"Bloody hell," RED Sniper cursed.

"And we're stuck with half a soul," RED Soldier said. "Damn it, how the hell do we fight this thing? Can we do anything to help the BLUs fight their own?"

Merasmus shook his head. "For our part, we must pray Slenderman never takes notice of us," he said. "For the BLUs... Unless I can make a spell to allow you to go to them, or bring them to you..."

"Then there's nothing we can do," RED Demoman said, pounding his fist angrily against a wall. "DAMN IT ALL! Me best mate's fightin' against that monster, and I cannae do a thing to help him!"

"Well well," the Administrator said, chuckling. "It seems you're in a bad spot! Allow me to rub salt in the wound."

"Go fuck yourself!" RED Demoman snarled.

"It's the only way a scag like you will get any," RED Scout added, smirking.

The Administrator decided to ignore that. "Gray Mann has made his move and killed his brothers. You're all now out of a job," she said. "Unless you agree to work for Mann Co. and help defend against Gray's robot army."

"Go to hell, missy," RED Soldier said. "All this does is free us up to help Merasmus with making a spell."

The Administrator chuckled. "My offer isn't complete yet. I've looked at the spells Merasmus generally uses, and know what ingredients he needs to cast his spells. Including big ones like summoning rituals, or sending rituals."

"Where are you going with this?" Merasmus asked, worried.

"I can make sure you get those ingredients, many of which only grow in rare places that take months to reach because no vehicle can get to them, in just a few short months. It will cut your time down TREMENDOUSLY. Mann Co. has all of them, and I can talk Hale into giving them to you. If..." the Administrator trailed off.

"Here we go..." RED Engineer muttered. The others had similar expressions of disgust on their faces, knowing that she was about to make an offer they couldn't refuse.

"If you defend Mann Co's facilities against Gray Mann's robot armies," the Administrator finished.

The REDs traded worried looks. "Merasmus," RED Engineer asked. "...How long would it take to get the ingredients you need for the spells and rituals to help the BLUs and get them back to us?"

Merasmus looked ashamed. "A year or more. At minimum," he said.

RED Soldier cursed and punched a wall in frustration.

"So we have no choice, then," RED Sniper said.

"I do so love it when things go the way I want them to," the Administrator chuckled, savoring the angry looks the mercenaries gave her.

And hidden in a place where none of the mercenaries or the wizard or even the Administrator could see, was a robotic version of the Spy, staring thoughtfully at the scene it had just witnessed.

And watching through the eyes of the Robospy was Gray Mann himself. The robot had started to malfunction when Slenderman had showed up, but it still was able to capture something of an image of the creature.

And now he knew that there was one in this world.

"Interesting..." Gray Mann said softly. "The BLUs in another world, sorcery growing more commonplace, and this Slenderman thing..." He grinned, the grin soulless and cruel. "It should be an amusing challenge to see how I can turn all this to my advantage."

_**TO BE CONTINUED...**_


	16. Quiet Sins Part 2

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 16: Quiet Sins – Part 2**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts immediately after the events of Chapter 14 and at the same time as the previous chapter. Also, please note that my Tumblr blog is now accepting questions to the characters as well as to me! _

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_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Nightmare Cuddles happily danced around town, playing his ukelele. Everyone payed him no mind, though. He seemed quite friendly, and always stopped to help somepony when they seemed to need it. Everyone seemed to like him, seem to trust him.

Which is how he preferred things to be.

Because the less they looked at him, the less they realized just what, precisely, he was really doing.

_All right, _he thought, _let's review. I've already eliminated Engineer, Pyro, and the Doctor as potential threats. But that still leaves the rest of the Elements of Harmony and my former teammates. I have to play this carefully... Go after the biggest threats first. _

He flew up to a cloud and laid down, a thoughtful expression on the fluffy blue plush toy of a Nightmare's face. _Zecora was able to hurt Nightmare Doctor with her potions. Plus Spy can show up in exactly the places you DO NOT WANT HIM. Medic... _He paused, and thought, _Medic can wait. He doesn't want anything to do with me in this form, so he'll stay out of my way until I decide to make my move on him. _

He frowned. _...Why does it hurt to think about him not wanting anything to do with me? _He shook his head and dismissed the thought.

_Another possibility for a first target is Twilight Sparkle. She DOES have that direct line to the princesses... _Nightmare Cuddles cringed. _Yes. If Celestia or Luna get involved at this point, it will ruin things for me. Definitely take Twilight out first. Then go for Zecora and Spy. _

He looked around, frowning. He had the distinct feeling he was being watched. _...I should also keep an eye out for Soldier. _

He vanished in a flash of light.

And Soldier poked his head out of the bushes he was hiding in, glaring up at the cloud Nightmare Cuddles had been in. "Where in blazes did he go now?"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Books & Branches Library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Dear Princess Celestia," Twilight wrote. "There's been a situation that's arisen in town. Heavy's been turned into a passive Nightmare and earlier, we were all possessed by..." The lavender unicorn paused, and then shook her head, growling in frustration and tossing it in the fireplace with the other letters she had given up on writing.

"What's the deal, Twilight?" Spike said, the dragon shaking his head at her. "Just tell the Princess what happened!"

"It's not that simple, Spike," Twilight said, giving her assistant an exasperated look. "I can't just write the Princess and say, 'Dear Princess Celestia. Remember when your sister turned evil? That evil half is back as a separate being and oh! By the way, it's been sending those nightmares we've been having AND it can possess anypony who's had one!'"

"Sounds easy enough to me," Spike said. "Just write that."

Twilight thumped her head on the desk, groaning. "I can't do that, Spike. I talked to Captain Harbinger on the way back. He says that Celestia's been... overstressed, lately. I need to find a way to phrase this so that it doesn't add to that stress."

"Da, is good idea," Nightmare Cuddles said from behind her, startling both her and Spike.

"How... how did you sneak up behind me?" Twilight asked, confused.

"I am Ninja Hoovy," Nightmare Cuddles giggled. He spun, becoming a blur, reappearing in an ill-fitting black suit-coat and ninja mask that clashed horribly with his pastel blue coloring.

Spike snickered and shook his head, going to play with the birds. Twilight just glared at him. "Just... don't do that, okay? I know you're friendly and all, but you're still a Nightmare," she said.

Nightmare Cuddles nodded. "Okay, I will remember," he said amiably, spinning and reverting back to his regular costume.

"Thank you," she said. "Now, please, I have to figure out how to write this letter to Princess Celestia."

"Sounds like a lot of work," Nightmare Cuddles said.

"You have no idea," Twilight muttered, glaring at the blank sheet of paper in front of her.

"Maybe you should take break, yes?" Nightmare Cuddles suggested, smiling. "When was last time you just sat down and read a good book?"

"Last week," she said. She smirked, and added, "Contrary to popular belief, I do know how to relax. I just like to make absolutely sure that everything is done first, and plan in the relaxation several days in advance."

_Good lord, _Nightmare Cuddles thought. _I'm doing her a favor by brainwashing her. _"Bah. So much work. That's not relaxing. That is taking relaxing and making it working."

Twilight sighed softly, setting down her quill. "I know, I know..." she said, turning around. "But it's just the way I am. I've learned to accept that and move o..."

Her voice trailed off as the powerful unicorn found herself transfixed by the Nightmare's hypnotic eyes. She tried to resist, but the glow coming from the massive alicorn's eyes was so comforting, so relaxing...

"Really, tiny Sparkle pony is making things FAR too hard on herself. I am obviously harmless," he said, fighting a mighty battle not to snicker, "and the letter will still be there to write once you are in better mood."

"I... I suppose so..." Twilight said, feeling the tension start to ooze out of her body.

Nightmare Cuddles smirked, and levitated over a book. "Here. 'Daring Do and the Wooden Mask,'" he said. "Looks really interesting!"

Twilight smiled softly, still in the thrall of the spell. She took the book from the Nightmare, staring at it absently. "It's one of the best ones in the series..."

_Gotcha, _he thought. "DA! There you go!" Nightmare Cuddles cheered. "Sit down and read it, maybe read other books as well, relax, eat snacks. Letter can wait."

Nightmare Cuddles turned off his powers, knowing that she was his now. Twilight blinked, shaking her head. "You know... the others are always telling me I need to be more spontaneous... And I do love reading..." She smiled, and flipped through the book. "I think I will take a break. Thanks for the advice, Heavy."

Nightmare Cuddles beamed. "Is no problem!" he said. As Twilight went off to her bedroom with the book, grabbing some snacks along the way, Spike came in, having let Owlowiscious and Peewee out for some exercise. He looked in surprise as Twilight plopped herself down on her bed, taking a position of such utter relaxation that he started to get worried.

"Twilight? You okay?" Spike asked.

Twilight nodded. "Yep! Decided to take a break. The letter will be there tomorrow," she said. "I just needed to take some time off and read a good book." She smiled,

"Uh huh..." Spike said. _Something is wrong, _he thought. He turned, only to find a massive pastel wall in his path.

"HELLO tiny baby dragon!" Nightmare Cuddles chirped.

Spike glared at him. "I know you call everyone smaller than you that, but can you just not do that with me?" he grumbled.

"Ah yes, little Spike is trying to be big strong man for Rarity, ya?" Nightmare Cuddles teased.

"It'll happen one day!" Spike said, trying not to think about the fact that dragons aged slower than ponies.

Nightmare Cuddles chuckled. "It did happen once though, didn't it?" he said in a quiet voice.

Spike froze, suddenly fearful. "I... I don't know what you mean..."

Nightmare Cuddles grinned. But it wasn't the playful grin he usually sported. This one was dark, full of menace. Spike gulped, looking up at Twilight, who seemed totally engrossed in her book.

"My hold on her is strong," Nightmare Cuddles said. "She is mine now. As you soon will be."

Spike shook his head. "I'll never help you!" he said. _Twilight, please, help me!_

Nightmare Cuddles chortled. "Not knowingly, no. But I know things. Master whispers things in my mind. He told me of the time when your greed overcame you..."

Spike's blood ran cold. "H-How... N-Nopony outside the girls knows about that!"

Nightmare Cuddles smirked. "Whatever you fear, whatever causes you pain, my Master will give it to me to use against you," he said, his hypnotic eyes glowing, transfixing the dragon in their gaze. "But not yet. Having you become a monster again will be a perfect backup plan. If I make a mistake, or one of the princesses shows up, I can just unleash you on Ponyville and savor the chaos. For now, though, just forget I was here and go about your business. And do not notice Twilight's odd behavior. It is good she is resting."

Nightmare Cuddles turned off his powers, but Spike remained in a trance. He smirked, and turned towards the door, only to see bushes rustling slightly outside a window. "You never were good at stealth, Soldier," the Nightmare chuckled, vanishing in a wave of shadows.

Soldier poked his head out of the bushes he was hiding in and went up to the door. He found it unlocked, and went inside. He found Spike shaking his head, trying to clear it.

"Stand at attention, private," Soldier snapped.

Spike meeped, and reflexively did so, saluting, but relaxed when he saw who it was. "Oh. Hey Soldier," he said.

Soldier frowned, looking around, seeing nothing out of the ordinary. "Was anyone here just now?"

"You mean besides us?" Spike said, stroking his chin thoughtfully. "Not that I can think of, no."

Soldier scowled. "...I could have sworn..." he muttered. "If you see that freak thing that Heavy's become, report to me immediately. I want updates on that thing's location at all times."

Twilight blinked, as if noticing Soldier for the first time. She went out of her bedroom to check and see what the noise was, and spotted him. "Oh hey!" she said, "You want some snacks?"

Soldier shook his head. "Negatory, ma'am. I'm on duty," he said. "You working up there?"

Twilight shook her head. "Nah. Decided to take a rest, read a good book," she said. "You sure you don't want something to eat?"

Spike smiled. "I'd be happy to whip up something real quick," he said.

Soldier shook his head. "Can't," he said. "Too much to do."

Twilight shook her head. "You work too hard," she said, heading back into her room as Spike shrugged and went to get some snacks for himself, liking the idea.

Soldier frowned. This whole conversation felt off for some reason...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Everfree Forest..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Nightmare Cuddles appeared in a tree, calmly strumming his ukelele. "Three down," he said, mainly to himself. "Plus a delightful backup plan."

The tree branch he was on cracked and fell under his weight, Nightmare Cuddles landing with a decidedly ungraceful thump. He laughed and dusted himself off. "Okay. Ominous perching is out, then," he said. "No problem. There are other ways to be theatrical."

He got up and looked around.

"Zecora made a powder that hurt Nightmare Doctor," he said, thinking out loud. "Plus Spy is a sneaky little shit and co-leader of the team... Best to take them out before going after the others..." He took to the air and began looking for the clearing that had Zecora's hut, having never been there before himself. He eventually spotted the clearing, Spy flying in with some new herbs.

Nightmare Cuddles grinned, and teleported into the center of the room, startling them both. "HELLO!" he chirped.

Spy shook his head. "I'm starting to see why people get annoyed when I appear out of nowhere," he muttered.

"I am so sorry!" Nightmare Cuddles said, looking abashed. "I will try to remember not to do that in the future!"

Zecora sighed and smiled. "It is all right, my transformed friend. Now please let us work to make your curse end," she said, turning back to the notes she was taking, seemingly creating a new potion.

"What are you making?" Nightmare Cuddles asked, curious.

"A dinner experiment," Spy said without missing a beat. Zecora looked away, and the Nightmare knew he was lying. He leaned in and sniffed it, wincing in pain.

"Smells more like anti-Nightmare potion, like you used against brute Doctor," he said.

Zecora sighed. Spy quirked an eyebrow. "You understand, of course, why we have to lie," Spy said. "Passive you may seem, you are still a Nightmare. We must take precautions."

_Best jump right into it, then. I made a good choice going after these two so quickly, _Nightmare Cuddles thought. "Da, is good plan. Especially since I plan to brainwash you both," he said.

"Indeed," Spy said. "I... wait, what?" Both he and Zecora looked at him in confusion.

And then they belonged to the Nightmare.

His eyes glowing, he said, "All too easy, sometimes... Now, both of you are working very hard, da?"

Both zebra and half-changeling pegasus nodded, completely entranced by the Nightmare's glowing eyes. Nightmare Cuddles smirked. "Is very hard work. You should take break, maybe have a little 'fun.'"

Spy smirked, while Zecora blushed, the idea taking hold in both their heads.

"The potion..." Zecora said, some part of her still resisting despite the powerful mind control.

"I will take care of potion," Nightmare Cuddles said, focusing on her. "I am teammate, ya? I will do right by you both."

It sounded logical. It sounded reasonable. Zecora believed him.

Of course, as addled as her mind was right now, she would have believed Nightmare Cuddles if he said the moon was made of candy corn.

Nightmare Cuddles released his hold, knowing that his mental suggestions had taken root. Spy and Zecora both blinked and shook their heads.

"We have been doing a lot, I think," Zecora said, smiling and blushing at Spy. "Perhaps we should rest, and enjoy a drink?"

"Indeed," Spy said, grinning at her. "I zink ze others can handle things for now, oui?"

Nightmare Cuddles nodded. "You two relax. Nightmare Cuddles will take care of everything," he said. "I also have better gift to give you." His horn glowed, and from the dirt floor of Zecora's hut grew a large cannabis plant.

Zecora looked at it curiously. Spy snickered. "If I am not mistaken, zis is one of ze plants ze nitwit in ze marketplace uses to stay so relaxed," he said. "Come, my dear. I shall show you ze pleasures of a fine smoke."

Spy and Zecora dug up the plant and took it into another room. Nightmare Cuddles levitated the cauldron full of half-finished potion outside and poured it out, replacing it discreetly and snickering as he trotted away. "Things that bother you never bother me, I feel happy and fine..." he sang. "Living in the sunlight, loving in the moonlight, having a wonderful time!" He chuckled, shaking his head. He liked that song.

"Let's see..." the Nightmare said, thinking out loud. "Who to visit next?"

After a moment's debate, he nodded and teleported again.

He reappeared right behind Scout and Pinkie Pie as they were rigging some absurd-looking device with whipped cream pies. The two of them were giggling mischievously as they worked, obviously preparing for some epic prank.

"HELLO!" Nightmare Cuddles bellowed. Both of them yipped, their trap triggering early and pelting them with the pies. They giggled and turned around, spotting Nightmare Cuddles.

"Oh hey!" Scout said. "Yeah, don't tell anyone about this. We're gonna make an epic level prank!"

"It'll be awesome!" Pinkie Pie said.

Nightmare Cuddles chuckled. "Da, is good. Sounds like a lot of work, though."

"It ain't work if it's fun!" Pinkie Pie said, giggling. She immediately began work on the pie flinger again.

"So what's up, Heavy?" Scout asked, turning back to work on the device with Pinkie again.

Nightmare Cuddles frowned. He needed them to look at him. "Listen, you both have been doing so much work," he started to say. He blinked, and both Pinkie and Scout were gone. He looked around, baffled, and found them clinging to the ceiling, working on another trap, this one a seltzer gatling gun modeled after Sasha. The part of the Nightmare that was still Heavy felt mildly offended.

Plus, while Scout on the ceiling he could understand, he had no idea how Pinkie was up there.

"Could you just hold still for a minute...?" Nightmare Cuddles said, frowning.

They vanished again, this time reappearing right underneath him, knocking him down as they prepared yet another device. Nightmare Cuddles fumed.

"Sorry, big guy," Scout said, "but this is gonna be too cool. We're almost done so we gotta keep working on these last few traps. We're listening, though."

"Yeah! So go ahead and say what you wanted to say!" Pinkie Pie said, giggling as she focused intently on her work.

They zipped around the room, adjusting device after device, not staying still for even a moment. Nightmare Cuddles growled, frustrated, as he tried to get the two zippy ponies to stand still long enough to brainwash them. Finally, he decided he had enough.

"STOP IT!" he bellowed, grabbing them by the scruff of their necks with his magic and forcing them to look at him, both of them freezing as his powers took over their minds. "BRAIN ZAPPY! BE LAZY! GO MAKE OUT! OR SLEEP! OR SNACK! JUST DO NOTHING USEFUL FOREVER!"

He snarled and flung both Pinkie Pie and Scout out a nearby window, breaking all of their traps out of spite. The two party ponies landed in a heap just outside Sweet Apple Acres, in a bale of old hay in one of the farm's storage barns.

"Well, that was weird," Scout said, confused.

"Yeah," Pinkie Pie said. "He didn't have to get so angry."

"True dat," Scout said. "Bein' angry's too much work."

There was a long, awkward pause.

"...Wanna make out?" Scout offered.

Pinkie grinned. "Sure!" she said, pouncing on him.

Nightmare Cuddles rubbed his temples. "SO glad I got those two idiots out of the way," he muttered. "How hard is it to just brainwash the heroes into being useless?" He was angry, annoyed, and feeling very mean. He decided to take it out on someone. And, as the voices whispered something useful in his head, he had the perfect victim in mind.

Soldier, meanwhile, was finding himself at a bit of a loss. He had no idea where Nightmare Cuddles had gone off to, and had no idea where to even begin looking. He made his way into the construction site, not even bothering with sneaking around anymore, turning a corner into a closed-up room... and nearly tripped over Pyro and Engineer.

"Watch where you're... WHOA!" Soldier said, when he realized that Engineer was actually laying on top of Pyro, the firebug wearing Engineer's construction helmet. "I'm... I'm sorry, I didn't..."

"Relax, Solly," Engineer teased. "You actually caught us when we was takin' a rest, so you didn't walk in on anything. Whatcha need?"

Soldier, still blushing. "Have you seen that Commie Nightmare around here? I've been trying to keep an eye on him, but he's been one step ahead of me all day."

Engineer looked thoughtful, and shook his head. "Nope. Haven't seen him since we met him on the way to Doc Hooves's place," he said.

"Come relax with us," Pyro said. "We've got snacks! Mr. and Mrs. Cake are great chefs!"

Soldier shook his head. "Can't," he said. "Too much to do. I have to make sure that freak doesn't hurt anyone."

Engineer chuckled, shaking his head. "You work too hard, pardner," he said. "Y'all need to stop to smell the roses sometimes. Maybe give 'em a nosh, too."

"I don't know, I like daisies better," Pyro said.

Soldier stared at the two of them as they chatted casually, growing more and more alarmed as realization dawned. "I... I have to go," he said, running off.

_That was definitely wrong... Nightmare Cuddles, he's doing something to the others! He's already gotten to Twilight, probably Spike as well, and Engie and Pyro! _Soldier thought as he ran into Everfree. _I have to stop him before he gets to EVERYONE!_

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Carousel Boutique..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rarity was busily working on her latest dresses, humming quietly, lost in her work. Threads, fabrics, all flowed around her gracefully as she stitched them into place. She was in the zone, moving with a grace and fluidity that few could match.

And then she got completely thrown off her groove by a knock on her door. Grumbling, she quickly organized her materials and then adjusted her mane, heading to the door.

"Welcome to Carousel Boutique, where everything is chiq, unique, and... oh. Hello, Heavy," she said, smiling as she opened the door. "What can I do for you?"

Nightmare Cuddles grinned. "I am finding old friend of yours, little fashion pony!" he said excitedly.

Rarity blinked. "An old friend?" Rarity said. "Who could you possibly mean?"

Nightmare Cuddles nodded. "An old boyfriend, at that!"

Rarity frowned, trying to discern what he meant. The only pony she had ever really dated in the past was Applejack, and she refused to count the disaster with Blueblood as a 'date.'

And then the Nightmare dragged the boulder into her shop.

Rarity's blood ran cold, the unicorn slowly backing away from it. It had been almost a year, but she would know that boulder anywhere. "What..." she stammered, "what's going on?! I don't understand!"

Nightmare Cuddles grinned and entered the shop. "Why Rarity," he said softly. "Don't your recognize Tom? He's missed you so much."

"NO!" Rarity almost shrieked. "Get that thing away from me!" She turned to give Nightmare Cuddles a pleading look, but his eyes were already glowing. The moment she looked into those evil eyes, her mind became his.

"Master whispers to me, Rarity," Nightmare Cuddles said. "He tells me things. Tells me what to do to best cause pain. He told me of your shame at what Discord did to you. He even showed me where the rock was. Now your boyfriend is back. Love him as you did before. But a part of you must remain aware of the truth, unable to stop yourself. I have returned your hell to you, little fashion pony. Enjoy it."

Rarity tried to resist. She really did. But the Nightmare's hold on her mind was too strong. As he spoke, her vision was slowly overlaid by the colorful pastel of Pyroland. And the boulder became a handsome stallion made of diamond.

"Tom..." Rarity said softly, staring at what she thought was her dream stallion. "Oh at last, you've come back to me..." She cooed happily at the sight of him. All the while, a part of her was screaming, desperately trying to regain control of her body.

As Rarity glomped onto the boulder, nuzzling it happily, Nightmare Cuddles smirked cruelly. "Living in the sunlight," he sang softly, "loving in the moonlight. Having a wonderful time."

He vanished in a swirl of darkness.

Meanwhile, Soldier ran desperately to Everfree to try and get help. He knew he was too late when he caught a wife of the smoke coming from Zecora's hut. Sure enough, when he went inside to check, he found Spy and Zecora practically draped over each other in the zebra's lounge, surrounded by a cloud of marijuana smoke. Spy's balaclava was casually tossed over a desk, and the front of Zecora's mohawk had unstraightened, a lock of hair partially over one eye.

Spy chuckled softly when he saw Soldier in the doorway. "Ah, mon ami... come, join us!"

"Indeed, it was truly not a joke, when Spy spoke of the pleasures in a fine smoke," the zebra said, a joint lightly balanced on one hoof. A sleepy look was in her eyes.

Soldier growled. "Let me guess," he said. "Nightmare Cuddles was just here, and he gave you a present."

Spy laughed. "Indeed he did! A fine fellow, our Heavy..."

"That's not Heavy..." Soldier muttered.

Zecora smiled, nuzzling Spy. "Come, join us. Stay and eat. I'm feeling oddly hungry, so I was about to make some snacks," she said.

Soldier sneered. "Isn't that too much work?" he snarked.

Spy puffed on his joint. "It's only work if you're not having fun," Spy said. "Besides, I know a recipe for something delicious zat requires minimal effort on our part."

"Of course," Soldier said. "Listen, that sounds tempting and all, but I have to go. And yes, I work too hard." He sighed, and added under his breath, "Someone has to..."

Zecora grinned. "You sure? Spy and I were planning to have a bit of fun later," she said, "And you're more than welcome to join."

_She's not even rhyming now, _Soldier noted. _Whatever that spell was put on them, it's making them extremely lazy... _"You two kids have fun," he said aloud, "And don't do anything I wouldn't do!"

Spy blinked and laughed. "So, you want us to not show any mercy in battle and be mean to Medic?" Both Spy and Zecora laughed, their expressions slightly dazed. Soldier growled and got out of there, heading back into town. He had to warn somebody, had to warn one of the others...

He skidded to a halt. "...Oh who the hell am I kidding?" he muttered, realizing that he'd never be able to get to everyone in time. Nightmare Cuddles was an alicorn, and could probably teleport. He was badly outmatched and he knew it.

He pawed the ground nervously, trying to think of what to do. But he couldn't focus, he couldn't think of anything. Nightmare Cuddles was probably already hypnotizing someone else. He shook his head, and decided to focus on guarding Derpy. If he could protect her, then if nothing else he could count that as a win...

Meanwhile, Nightmare Cuddles was already taking care of Applejack, his hypnotic eyes bending her to his will. He let go of her, confident that she was his now. "Sweet Apple Acres is best apple farm in Equestria, da?" Nightmare Cuddles said. "Then why share apples with pathetic ingrate ponies?"

Applejack shook her head, trying to clear it... and smirked. "You're right," she said softly. "We DO have the best apples in Equestria! Why should we... why should _I _share any of them?" She licked her lips, looking at the basket of apples in front of her. "Thanks a bunch, Heavy! You spared me a lot of work!"

"Always happy to be helpful," the Nightmare said, grinning as he hopped away, vanishing in a swirl of darkness. Applejack dug into the apples, greedily eating them, not caring about the juice dripping down her mouth.

Nightmare Cuddles giggled. He couldn't help it. Things were just going so well! And that idiot Soldier couldn't do a thing about it! "Let's see, who's next..." he said, looking around. He eventually noticed Demoman advising Trixie on her cart's fireworks setups, setting up what looked to be a spectacular display. He smirked, and stalked over to them...

Soldier arrived at Derpy's house at a full run, just as Derpy was coming home from finishing her mail route for the day. She flew over to him, alarmed as he almost collapsed at her doorstep, trying to catch his breath from running so much. She brought him inside, Dinky and Sparkler running to get him water and something to eat when they saw him.

"Derpy..." he said once he had gotten his breath back, "Things are going badly..."

Derpy frowned. "Nightmare Cuddles again?" she asked. When Soldier nodded, she shook her head and said, "I'm still not convinced that he's dangerous. I mean, he's a giant plush toy."

Soldier frowned. "In my world, there was a strategy used to win an old war between two kingdoms called Greece and Troy. The Trojans were winning, their fortress keeping the Greeks from doing anything. So the Greeks built this giant wooden horse and left it at the Trojans front gate with an apology note, their entire camp abandoned and their ships heading out to sea," he said. He gratefully accepted the water and the muffin, continuing the story after taking a drink. "The thing is, the giant wooden horse was hollow. All of the Greek army was inside of it. The Trojans, not suspecting a thing, brought it inside their palace, and had a huge victory party. Once everyone went to bed, the Greeks came out and destroyed the city, gaining a total victory."

The three mares traded worried looks, not having considered anything like that.

"You think that Nightmare Cuddles is like that?" Sparkler asked.

"I know he is," Soldier said. "He's been brainwashing everypony he finds. He's already gotten most of my teammates, the Doctor, and the Elements, and is probably getting the rest even as we speak."

"Which means he'll be coming for you and me soon," Derpy said softly.

Dinky nuzzled her mother worriedly. "Mama?" she said softly. "Are you gonna be okay?"

Derpy bit her lip, a thoughtful expression on her face, and said, "Sparkler, I want you to take Dinky to your Aunt Berry's, okay?"

Sparkler blinked. "What? Mom, no, I'm not leaving you!" she said.

Derpy shook her head, giving Sparkler a pleading look. "Please, just don't argue with me! It's me they're after, not you, and I'd feel a lot better if I knew that you two were out of the crossfire!"

"But..." Dinky said.

"Just... Remember when the Weeping Angels attacked Trottingham?" Derpy said. "This is just as bad. Now please, just go..."

Dinky shook her head, tearing up and hugging Derpy. "Mama, I don't want to go!" she said.

Derpy smiled and kissed her daughter, trying not to show her growing fear. "It's okay, sweetie. Mama will be fine!"

Dinky hugged her tightly. "You promise?" she said softly.

"I'll make sure of it," Soldier said.

"You better," Sparkler said, frowning at him. "C'mon, Dinky."

Reluctantly, the gray unicorn filly was led out by her older sister, leaving just Soldier and Derpy. Soldier frowned. "What's a Weeping Angel?" he asked.

"Pray you never find out," Derpy said softly. "So what's the plan?"

Soldier shook his head. "We wait," he said. "And when he gets here, we fight."

Derpy's ears drooped. "...Not much of a plan," she said.

"I know..." Soldier admitted. "But it's the best I've got..."

Derpy nuzzled him. "I trust you," she said, Soldier blushing.

"..." Soldier found himself at a loss for words. He hesitated a moment, and said, "...Do you know why it is I fight?"

Derpy gave him a confused look.

"...I fight because of what happened to my family during World War II. I remember it now. I remember almost everything..." Soldier said. "I even remember my real name. Solomon David Nier. And... this may surprise you, but I wasn't always the war monger I am now. I was never in the army. But my younger brother, who was stationed at a military base called Pearl Harbor, was. My wife, daughters, and I were living with him on the base."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The past..._

_December 6th, 1941_

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

A young man with brownish crewcut paced back and forth, looking at his older brother in frustration. "Solly, I understand how you feel, but the Germans aren't going to be content with just Europe. I have to enlist, I have to do something to help!" he said.

The older man, Solomon, shook his head, his shoulder length brown hair bobbing slightly. "Please... Lucas, you're my little brother. I can't stand to see you go fight in a war that will just get you killed! There has to be a way to give peace a chance."

Lucas shook his head, folding his arms. "Sometimes you have to fight to get that peace. Sometimes you have to stand up for what you believe in, to protect those you love."

"Someone has to be willing to take the first step. Someone has to show a willingness NOT to fight!" Solomon insisted.

Lucas scowled. "And sometimes the enemy won't LET you go without fighting. Solly, look, I know how you feel. But I can see where this is going. They aren't going to stop. We have to move to stop the Germans somehow. And damn it, I'm not about to let my big brother and his family get killed by some jackass would-be world ruler with a stupid mustache and his minions!" He shook his head. "I just don't get this pacifist stance, Solly! Our father was a great military man!"

"And look where it got him!" Solomon said, gesturing angrily to the memorial picture on the mantle of the fireplace.

Solomon's wife, a short, chubby woman named Karen, came in, gently pushing the two of them apart, "Boys, stop this. You're better than this. Do you think your father would have wanted you to fight like this?"

The two brothers glared at each other for a long moment, and then looked away.

Karen sighed in relief. She hated to see her men fighting. "Now, Lucas," she said. "You have to respect your brother's stance. You may not like it, but it's his right to have his own opinion on the matter. You're planning on enlisting to fight for those rights, aren't you?"

Lucas sighed. "Yeah..." he conceded.

Karen nodded, and turned to her husband. "Solomon. Your brother has every right to go enlist, doesn't he? And there's no active fighting now, is there?"

Solomon shook his head. "It's not right... but I guess so..."

Karen breathed a sigh of relief again, running a hand through her long black hair quickly. "Now. Shake hands and call a truce. Okay?"

The two brothers glared at each other. Karen shook her head. "C'mon you two. It's almost Christmas," she said. "You don't need to be fighting like this."

Solomon looked at his wife, and smiled. "She's right, Lucas. Let's not do this," he said, offering his hand.

Lucas shook his head, chuckling. "I don't know how you do it, Karen. Putting up with this bozo. But you're right, let's make nice. No need for your girls to hear us arguing."

"Especially since they just got to sleep," Karen muttered. "You boys are NOISY."

Solomon and Lucas both blushed, abashed. "Sorry dear," Solomon said, going over and hugging her. "We'll try to be quieter."

Lucas sighed. "I'm gonna go to bed. I start boot camp tomorrow," he said.

Solomon just grumbled. Karen nudged him. "You promised to behave..."

Solomon mumbled for a moment, and said, "Good luck tomorrow."

Lucas smiled. "Thanks, bro," he said, heading up to bed.

Solomon shook his head. "I wish he'd reconsider. There has to be a better way than going to war..." he said.

Karen sighed. "Believe me, Solly, I know how you feel. But it's his choice, and we have to respect it," she said as the two of them went up to their own room. "Besides, we both know what Hitler is doing over in Europe. Someone has to help make a future for those people."

Solomon shook his head. "If Hitler were attacking America, I'd agree with you. But he's not," he said. "What we need to do is make a future for ourselves here. Guns, rockets, none of that matters."

He paused at their childrens' room, and opened the door. He looked in and smiled warmly at the baby girls sleeping in their crib, curled up together. "This is what matters. Family. It's the only thing that matters."

Karen smiled warmly, and snuggled into her husband's arm. "A fine sentiment, lover," she said.

The next day, Solomon, Lucas, and Karen were all downstairs to have breakfast, Karen nursing one of their daughters while the other watched everything curiously, babbling and batting at the stuffed toy in her crib.

And to Karen's dismay, the brothers started arguing again.

"You're asking me to accept the fact that you're going off to kill people!" Solomon said.

"Damn it, that's not why I'm joining and you know it!" Lucas snarled.

"Isn't it? That's ALL armies are good for! That's all they do! They fight and they kill! You're going to train to become a FUCKING MURDERER!" Solomon roared, regretting the words even as he said them.

Both girls started crying as Lucas stared at him in shock. Karen glared at him disapprovingly.

"I..." Solomon started, looking to Karen for support.

Karen held up a hand, hushing him. "Just... go get some flour," she said, not looking in his direction as she tried to comfort her crying daughters.

Solomon sputtered for a moment, and sighed, storming away from the table. He arrived at the store, still fuming about the argument, slamming the door as he exited the car.

And then the attack began.

Japanese warplanes began strafing the base, attacking civilian and military buildings with reckless abandon. Solomon was thrown off his feet as a bomb landed near him, destroying the store. The blast nearly cracked his ribs, the force of it sending him bouncing off of a nearby car, landing back near his own.

He stared at the wreckage in shock, looking up as the Japanese fighters engaged their vicious assault. And as he did, one thought flashed through his mind.

"Karen..." he said softly. Ignoring the pain in his chest, he scrambled into his car and drove back to his house to try and evacuate his family.

Above him, a fighter was shot down by anti-aircraft fire. The pilot, determined to cause damage, turned his plane as best he could, aiming it at the first target he could see. He said a prayer to his gods and screamed a war cry.

Solomon drove up to his house. He got out and saw, to his relief, that his brother and wife were evacuating, bringing the two girls out to the other car.

And then the downed plane landed on their house.

Solomon was knocked back by the explosion, flying into the house across the street and slamming up against it. His brother, wife, and daughters were killed instantly, incinerated by the flames. They didn't even have time to scream as they were engulfed by the hellish blaze.

Tears streaming down his face, Solomon screamed in despair, sobbing and trying to run over to the flaming ruins, his neighbors struggling to hold him back. He collapsed, falling to his hands and knees, wishing he had been there, wishing that he had told his brother he was sorry, wishing he hadn't scared his girls, wishing his last words to his family hadn't been words of anger.

Wishing for things that could never be.

Barely heeding of his neighbors urging him to escape, he stared at the wreckage, tears streaming down his face. He wanted to die. He wanted to run into the fire and be with his family again.

Something glinted in the corner of his eye, and he looked down at it. It was the nameplate from his house, the one showing his name. But several of the letters were now blurred. Only seven were clear, still.

Sol D ier

SolDier

Soldier.

Something inside Solomon shattered to pieces when he saw the word the letters formed. Clutching the nameplate tightly, he slowly stood up, looking up at the sky, at the planes still flying around. The pain in his eyes was gone, replaced only by anger.

A single word escaped his lips.

"MAGGOTS..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Now..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Merciful Celestia," Derpy said, nuzzling Soldier gently. "To have lost so much in a single moment..."

"I broke that day. The part of me that was Solomon died that day, and even with my memories back, I don't think I'll ever be that man again..." Soldier said in an uncharacteristically soft voice. "I tried to join up the day after the attack, but I was judged mentally unfit for duty. I tried everything I could to enlist, but they wouldn't accept me. Eventually, what my brother said about Hitler came to me, and I decided to just go fight Nazis on my own, training myself, making and purchasing my own equipment, and buying a ticket over to Poland. I rampaged for months, killing key Nazi figures with the help of an informant who's identity I never discovered... Hell, I even blasted that scumbag Hitler off of the face of the Earth!" He smiled a little, clearly proud of that. His face fell, and he said, "And then the Administrator found me. Heavy was the first one she recruited, and I was the second. It's a little blurry around that point, the only clear detail being when I moved in with Merasmus, but that doesn't matter. I've been fighting RED ever since..."

He shook his head. "I... I don't know what to do, Derpy. I'm not smart, like Engie and Medic. I'm not clever, like Spy and Demoman. I'm not as focused as Sniper, or as tough as Heavy, or as fast as Scout. Hell, I'm not even as crazy as Pyro!" He shivered softly. "I'm just... I honestly don't know what I am anymore... Everything's changed so much ever since we came here..."

Derpy smiled at him. "You're my friend," she said. "You're the one who saved my Dinky when she was in danger from the Nightmare Dogs. You and the others, you're the heroes that saved the town time and time again ever since this mess with the Smooze started. You're a proud soldier, even if it never became official." She hugged him tightly. "But most of all, Soldier, you're a good man. One that I trust with my life."

Soldier closed his eyes tightly, hugging her back. "You remind me so much of Karen... Your sweetness, your strength... the love in your heart, even for an old lunatic like me..." he said. "I swear, on everything I hold holy, that I will keep you safe. No matter what."

Derpy blushed, smiling. And inside her, she felt a warmth building.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Just outside Fluttershy's cottage..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Nightmare Cuddles looked up, startled. "The eighth element is awakening..." he said softly. "I need to hurry..."

He trotted up to Fluttershy's cottage, putting on his facade of being pleasant and cheerful. He knocked on the door, and patiently waited. After a few moments, Fluttershy came out, the yellow pegasus eeping when she saw the massive Nightmare standing there, slamming the door as she retreated.

A moment later, she came back out, blushing. "S-Sorry," she said. "It's just... You were big already."

Nightmare Cuddles chuckled good-naturedly. "Is fine," he said. "I have been getting that all day."

Fluttershy smiled sweetly. "Is there anything I can do for you?" she asked.

"Yes, actually," Nightmare Cuddles said, his eyes beginning to glow. Fluttershy flinched, falling under his spell. The Nightmare smirked, and started to speak, intent on corrupting her as he did the others. But instead, only one word came out.

"Sleep."

Fluttershy yawned, and curled up to nap right there on her front doorstep.

Nightmare Cuddles blinked in confusion. "That wasn't..." he started. He then scowled, looking at his reflection in a pond. "Heavy thinks he is so clever, he can save his friends? You got lucky with her. I won't let you stop me again."

He huffed, and decided to just finish things off. He looked around, and saw Sniper and Rainbow Dash up on a cloud near the edge of town. He vanished in a swirl of darkness, reappearing next to them on another cloud.

"HELLO!" he said, giving his trademark loud greeting.

Both pegasi leaped off of their cloud, startled. "What? What is it? What's going on?" Rainbow Dash asked, looking around frantically.

"It's Heavy," Sniper said, keeping a wary eye on the Nightmare.

"Is that what that toxic smell was?" Rainbow Dash said, frowning.

"Is probably Smooze that made me so CYUTE and CUDDLY as I am now that you are smelling," Nightmare Cuddles said helpfully.

Sniper nodded. "So what's up, mate?" he asked. "You need something?"

Nightmare Cuddles nodded, his eyes glowing as he entranced the two of them. "I need you to stop working so hard. Is beautiful day, yah?"

"I wouldn't know," Rainbow Dash said, a little bitterly.

"So very peaceful. Celestia has given us such a lovely warm day," Nightmare Cuddles said, stretching out on a cloud. "Already been to the others except for Soldier and Derpy, decided to see you two. Found you up here enjoying the day! And clouds are so VERY comfortable, yes?"

Rainbow Dash grinned. "THAT I can agree with," she laughed.

Nightmare Cuddles grinned. Things were going very well. "Da. Take day off, then. No need to worry about trivial things. Somepony else will handle it. Relax, have fun... maybe get to know each other better, ya?"

Rainbow Dash blushed, but she didn't say anything. She just giggled nervously.

Nightmare Cuddles nodded, releasing his spell, his eyes losing their glow. "I have to go. But you two have fun!" he said, flying away.

But even as he did, he felt something was off. _Did I make a mistake? _

Rainbow Dash shook her head. "Well, that was weird. What did you think, Sniper?" When she got no response, she frowned. "Sniper? You okay?"

Sniper rubbed his eyes, blinking... and smiled. "Yeah... Yeah, actually..." He stretched out on a cloud. "Better than okay. I never realized it before, but these clouds are SOOO comfortable!"

Rainbow Dash chuckled. "Yeah, they're the best. Perfect for naps," she said. She sniffed the air confusedly. Why was she getting a Smooze smell from Sniper?

Sniper grinned up at her. "Why don't we take a break from all this training I was having you do? It was too much work, anyway. We can relax, and maybe get to know each other a little better, eh?" he said, waggling his eyebrows at her.

Rainbow Dash didn't see the eyebrow waggle, but she knew something was wrong. Even if, for some strange reason, the suggestion did appeal to her. She put that aside, resolving to get help. "Yeah, no," she said. "Something's wrong. This isn't like you."

Sniper frowned, and shrugged. "Whatever you say, love," he said, relaxing on the cloud. "I'm just gonna sit here and enjoy the day." He pulled his hat down over his face and lay back into the fluffy whiteness. Rainbow Dash shook her head, and zipped off. She remembered Nightmare Cuddles saying that he had already been to the others, which meant they were unavailable. That left one option. She just had to find them first.

"Barricade? Harbinger? Where are you guys?!" she called out.

Nightmare Cuddles watched in growing horror and fury as she flew off. _I DID make a mistake! How in blazes did I forget that she was blind?! _

Cursing his luck, he teleported away, even as Barricade flew up to meet Rainbow Dash, calling out to her.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Where is your master?" Harbinger demanded, glaring at Masky Pegasus as he hung, battered and bloody, from the ceiling, dripping Smooze onto the concrete floor of the hidden room, the only light a single dim lamp.

Masky Pegasus said nothing, turning his head away from Harbinger. He hung upside down, his hooves tied together, his wings literally nailed down.

"I say this again: Where is your master? You have been abandoned by your compatriots. You are our prisoner. And your Nightmare is a fluffy joke. You have no reason to be loyal to them anymore. Tell me what I want to know, and your death will be painless," Harbinger said, his face devoid of emotion.

_My DeAtH? _Masky Pegasus laughed. _oNe Of CeLeStIa'S pReCiOuS pOnIeS iS wIlLiNg To KiLl?_

"If I must," Harbinger said. "Such is my duty that I will eliminate all threats to the kingdom. Your fate is in my hooves, Masky Pegasus. Whether or not your death will be swift or befitting the fate you gave those children depends on your answers."

_YoU aRe A kIlLeR. a ToRtUrEr. HoW aRe YoU dIfFeReNt FrOm Me? _Masky Pegasus demanded.

Harbinger quirked an eyebrow. Many ponies had tried to turn this around on him over the years. It never worked. "I admit that I am a killer, and that I have tortured to get what I needed out of ponies. However, we have several differences. One, I serve a just cause, one more than worthy of staining my hooves red for. Two, I don't bleed purple. Three, I'm better-dressed than you. And four, I'm not currently doing an impression of a piñata. ARRIBA!" He lashed out with a forehoof, striking Masky Pegasus and getting it swinging around.

_I hate it when the hero is a wiseass, _Masky Pegasus thought, its latest injury aching.

Harbinger smirked, and left to get some air. The Smooze blood this creature produced made the air foul... When he got outside, however, he got a surprise.

"Ah, Rainbow Dash," he said, smiling pleasantly. "What can I do for you?"

"You have to hear this," Barricade said, her expression serious.

Rainbow Dash shivered. "Nightmare Cuddles, he's actually dangerous! He brainwashed Sniper somehow, made him all lazy, and if what he said is true, then he's gotten to everyone except Soldier and Derpy!"

Harbinger cursed. "Which leaves us and the two of them..." he muttered. "What's the likelihood of Soldier and Derpy producing a fusion?"

Barricade frowned. "Damned if I know," she said.

Harbinger huffed. "Then I need to go back to Canterlot, get backup from the princesses. The problem is that running at top speed will take me almost forty-five minutes," he said.

"Well, maybe he didn't actually get to the others!" Rainbow Dash said hopefully. "Maybe Spike's still okay and you can send a letter through him?"

"I'll stop by Twilight's and check, but I have a terrible feeling that he wasn't lying to you," Harbinger said. "Be ready for battle. Hopefully I'll be back soon with heavy artillery."

He dashed off in a blur, the force of his exit knocking Rainbow Dash back a little. She shook her head and wings, trying to get the dust out of them. She chuckled. "He sure knows how to make an exit, doesn't he?"

When she got no response from Barricade, she frowned. "Captain Barricade? Is something wrong?"

That's when she noticed the Smooze smell.

Nightmare Cuddles finished brainwashing Barricade, his eyes glowing intensely as he pointed at her.

"KILL RAINBOW DASH," he commanded.

Barricade turned to her, fixing her infamous Glare on the blind pegasus. Rainbow Dash cringed and ran for her life, Barricade taking to the air after her.

Nightmare Cuddles smirked, watching them go. "And then there were three..." he said. He turned to the chamber where Masky Pegasus was being held and tore it open with his magic.

Masky Pegasus hissed at him when he saw him enter. _GeT oUt, YoU mOcKeRy. I dO nOt NeEd YoU hErE tO rEmInD mE oF mY fAiLuRe._

Nightmare Cuddles looked hurt. "Is that any way to speak to your rescuer?"

Masky Pegasus stared at him in confusion. _wHaT?_

Nightmare Cuddles frowned. "I made a mistake. I have been brainwashing the others into becoming slothful and lazy, but I forgot that Rainbow Dash was blinded, so she couldn't fall under the control of my hypnotic eyes. I got cocky, and wasn't thinking," he said as he used his magic to release Masky Pegasus from his bonds and heal the damage he had received. "Harbinger is on his way to the princesses. I've brainwashed Barricade into trying to kill Rainbow Dash, but there's no guarantee she'll succeed. I need to finish this, to bring all the Elements under my thrall, and I don't have much time left. If nothing else, I want to be able to say that I helped you get away. If nothing else, I want to claim that, at least, as a victory."

_ThAnK yOu, _Masky Pegasus said softly.

The Nightmare sneered. "Just go. If you hadn't blinded Rainbow Dash, I would have won by now," he said.

Masky Pegasus fumed at the insult, and flew away, vanishing into the darkness. Nightmare Cuddles shook his head. "Now for the last three," he said, vanishing in a swirl of darkness.

He reappeared just outside the hospital as Medic was leaving. The white-coated unicorn scowled. "Vhat do you vant, abomination?" he snarled.

Nightmare Cuddles gave him a mock hurt look. "Doctor! Is that any way to speak to your best friend?"

Medic growled. All the frustration that had been boiling inside him ever since Heavy's transformation finally came to a head. "You are NOT MEIN FREUND! Heavy Weapons Guy is mein freund! You are a cheap mockery of everything he stands for, of everything he is! I DESPISE YOU, HERR NIGHTMARE! So get ze fuck out of my way and NEVER SPEAK TO ME AGAIN or I swear I vill CUT Heavy out of you vith my BARE HOOVES!" he roared, his expression a mix of fury and sadness.

Nightmare Cuddles stepped backwards, taken aback by the sudden outburst. And to his surprise, he found the part of him that was still Heavy trying to force its way to the surface. The Nightmare fumed, trying to push him back, internally struggling.

Medic frowned, seeing the Nightmare start shaking. "Vhat? Vhat is wrong?" he asked.

"Doctor..." Nightmare Cuddles said, visibly straining. "RUN..."

Medic, startled, started to back away as the fluffy, cuddly form of the Nightmare began to peel away. He turned and started to run, only for Nightmare Cuddles to appear before him, his eyes glowing, in his REAL form...

Medic's screams were cut off and he came under the Nightmare's spell. The Nightmare chuckled, his voice deep and thundering. "It seems that the time for masks is over. Follow me, Doctor. Now is coward killing time."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Harbinger pushed himself to the limit, trying to force himself to go even faster than he was already capable of. His legs were aching, his Earth pony stamina being taxed to the limit. But in the end he managed to shave fifteen minutes off of the time he thought it would take to get there. He burst into the royal court, collapsing before Celestia and Luna, the two princesses ignoring the nobleman there to petition them for some petty thing to run to their loyal guardsman's aid.

Celestia braced him upright as Luna cast a healing spell on him.

"Loyal Harbinger, what is wrong?" Luna asked, surprised to see him, "Why would you strain yourself so mightily?"

Harbinger coughed, slowly catching his breath. "A new Nightmare has arisen. Masky Pegasus briefly escaped custody and was able to transform the BLU mercenary known as the Heavy Weapons Guy... We thought it passive at first, as it showed no sign of aggression, but it has slowly been brainwashing the Elements of Harmony. So far, only Rainbow Dash has escaped, and only because her blindness made her immune to its hypnotic eyes."

Celestia and Luna traded worried looks. Neither of them noticed the nobleman leave in a huff, irritated for being ignored.

After a moment, Luna said, "I shall return us to Ponyville. I shall lead the charge against his beast."

Celestia's eyes widened in fright. "Luna, no! You can't!"

Harbinger and Luna stared at Celestia, concerned at the terror they saw on her face. "My lady, with the Elements reduced in number due to the Nightmare's actions, Luna would be perfect. Her dream powers affect the mind, and might be able to break the spell..."

Celestia shook her head frantically. "No. No no no, she can't go. She'll be put in danger. Slendermane will go after her, and I can't let that happen, I can't lose her again, I ca..." she stammered, her rant breaking off into a severe coughing fit. This time it was Harbinger's turn to brace her as the sun goddess wheezed painfully, hacking up a glob of blood.

For one horrible moment, Celestia thought the blood she coughed up was purple.

"Tia?" Luna asked, worriedly nuzzling her sister.

"Just go..." Celestia softly. "Stop the Nightmare. Save my student and her friends." She looked up at Luna with a pained smile on her face. "Be safe, my sister..."

Luna smiled gently. "Be well, my sister..." she said, nuzzling Celestia again. She turned to Harbinger, her expression becoming stern. "To battle," she proclaimed, both she and Harbinger vanishing in a wave of moonlight.

Celestia just stared down at the blood she had coughed up, fear pounding in her heart. _Blessed Mother... What is happening to me?_

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rainbow Dash darted helplessly about the town, ignoring the protests of ponies she bumped into as she desperately tried to stay ahead of the massive pegasus following her.

Barricade kept above the town, her powerful wings moving her massive body with surprising speed as she coldly scanned for Rainbow Dash, the only thought in her mind the desire to kill the rainbow-maned mare.

Rainbow Dash zipped around a corner, hiding underneath an abandoned cart, listening as Barricade's powerful wingbeats carried her away. She shivered.

"Okay, let's review," she said. "You're being chased by the brainwashed Captain of the Pegasus Guard, Captain Barricade. The pegasus who has been called the greatest sky warrior since Commander Hurricane herself. The pegasus who's nicknames are the Invincible Steel Wall of Equestria and the Canterlot Juggernaut. Almost all of your friends have been brainwashed, and the only reason you aren't is because you can't see." She laughed madly. "I'm so doomed..."

"You'd be less doomed if you didn't think out loud, kiddo," Barricade said, having hovered down to the roof of a nearby building when she lost track of Rainbow Dash.

Rainbow Dash yelped and zipped away, Barricade smirking and following after her. "Give it up, kiddo. Make this easy on yourself and surrender. I promise I'll kill you quick," she said.

As it happened, she passed right under Sniper as she said this.

Sniper stared after them, watching the scene with mild curiosity.

_Dasher's in danger, _he thought, _I have to help_.

His eyes flashed as the Nightmare's magic asserted itself. _Too much work. Let someone else handle it_.

_There is no one else, _said the first voice in Sniper's head. _Didn't you hear? Cuddles said he'd been to almost everyone already. _

_So what? It's still not my problem, _said the Nightmare-influenced voice.

"GO AWAY!" Rainbow Dash shrieked as she darted above the town. Some of the other pegasi got the idea that something was wrong and tried to help, but Barricade smashed them aside like bowling pins, not even acknowledging their presence.

"Come now, Rainbow Dash!" Barricade teased. "This is highly unprofessional!"

_Professional. _

Sniper's eyes widened, the word resonating through him.

_This is NOT how a professional acts, _Sniper thought, forcibly silencing and removing the Nightmare-influenced voice. _I am a PROFESSIONAL. _

He shaped his cloud into a sniper rifle. "And I'm getting bloody tired of being bloody brainwashed," he muttered, taking aim and firing a lightning bolt at Barricade, striking her in the forehead and sending her crashing to the ground. She landed in a smoldering heap just outside the mayor's office.

Rainbow Dash sighed in relief. "Sniper?" she called out.

"Over here, love," he said, staring down at Barricade. The blinded mare went in the direction of his voice, stopping when she caught his familiar scent, this time untainted by Smooze.

"Thank Celestia you're okay," she said.

Sniper smirked. "I never abandon me mates," he said. Rainbow Dash blushed, grinning widely.

"Is she down?" she asked.

Barricade staggered to her feet, casting her murderous Glare up at the two pegasi, causing them to flinch.

"A for effort," the canary-yellow behemoth said, grinning viciously. "C for execution. It'll take more than a single shock to stop me."

"Bloody bogun," Sniper muttered, taking aim again. As he did, though, an indigo blur surrounded Barricade, lifting her off the ground and slamming her away. Harbinger appeared out of the blur, glaring at his fellow captain.

"What in Tartarus is the matter with you?!" Harbinger snapped.

"Orders," Barricade said, shrugging as she picked herself up, barely hurt by the impact. "It's nothing personal."

"WHO'S orders?" Harbinger demanded.

"The Nightmare's," Barricade said, as if it were the most natural thing in the world.

"Damn, then he's gotten to you as well..." he said, bracing himself for battle.

And then Luna stepped forth.

"CAPTAIN BARRICADE," she said, the Royal Canterlot Tone in full effect, "WE RESPECT THAT THOU ART UNDER THE SPELL OF THE FOUL BEAST. HOWEVER, WE MUST ASK THAT YOU STAND DOWN IMMEDIATELY AND ABANDON YOUR ATTEMPTS TO KILL THE LIGHT ELEMENT OF LOYALTY."

Barricade shook her head. "Can't do that, your Highness. Dash has to die. And if I have to go through you..." she trailed off, chuckling. "Well, I always wanted to give scrapping with an alicorn a try."

Luna frowned. "THEN COME. CHALLENGE ME," the Moon Princess said, bracing her hooves on the ground.

Barricade charged. Harbinger tried to stop her, but the mountainous pegasus was too much even for him, moving too fast for Sniper to line up another shot. She crashed into Luna with the force of a comet, a shockwave forming from the impact.

Luna didn't budge an inch.

She glared at the much larger pegasus, who had a startled look on her face even as she continued trying in vain to push the powerful alicorn. "THE 'CANTERLOT JUGGERNAUT,' THEY CALL YOU," Luna intoned. "UNSTOPPABLE FORCE, MEET IMMOVABLE OBJECT."

Luna gave what for any unicorn would be the magical equivalent of a slap. The impact of the magical blow send Barricade flying back as if she were a filly. She crashed through several stone walls, skidding to a stop in front of the library. Luna teleported over to Barricade as she struggled to her feet, wondering what the hell just hit her.

Before Barricade could say anything, Luna's eyes and horn began to glow. Wispy energy flowed from her horn, wrapping itself around Barricade's head and entering through her eyes, painlessly purging the Nightmare's control from her.

Barricade blinked, looking around in confusion. When she noticed Luna standing over her with a benevolent smile on her face, she remembered everything and bowed shamefully.

"Princess, I... forgive me. I couldn't control myself," Barricade said.

"It's all right," the moon goddess said. "You have nothing to be forgiven for."

Harbinger smiled. "Good to have you back with us, Barricade."

Rainbow Dash sighed in relief. "That's over at least," she said.

"Which still leaves Nightmare Cuddles," Sniper said.

Luna gagged. "That is the creature's name? Seriously?"

"NO..." hissed a voice. Everypony whirled, seeing Spike stagger out of the library, his face more reptillian than usual. "Not... his real name..."

"Spike? What's happening to you?!" Rainbow Dash shouted.

Spike gave Princess Luna a perverse look as his body started to enlarge. "Pretty... MINE!" he roared, turning into a full-sized dragon, the townsponies running away in fright as Rainbow Dash, Sniper, Barricade, and Harbinger prepared to do battle.

Luna glared at him, stormclouds forming above Ponyville as she prepared to do battle. "KNOW THAT I WILL SHOW YOU MERCY, CREATURE. BUT I WILL NOT ALLOW YOU TO HARM ANYPONY! LEARN NOW WHY THE DRAGONS DARE NOT INVADE EQUESTRIA! _HAVE AT YOU!" _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Derpy's house..._

_The edge of town..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Soldier stood outside Derpy's door, his eyes closed. Tremors shook the ground as a massive figure came over the small hill leading to her house. Soldier opened his eyes, glaring at the horror before him.

Any hint of the cuddly form the Nightmare had before was gone. His body was perversely huge and bulging with muscle, so large that the skin had torn in places to reveal the pulsing red muscle underneath. Spikes lined the creature's flanks and shoulders, the creature's coat now a pale, bluish-white, its stubbly mane and short tail now green and bubbling like acid. Its eyes were sunken into its head, glowing softly, his mouth a fanged, bloody, too-wide grin. Its wings were massive blades, its horn more of a jagged drill now.

Soldier sneered. "So this is what you really look like, maggot," he said.

The Nightmare chuckled. "Indeed. The false form of Nightmare Cuddles has served me well," he said. "But I think the time for pretending has passed, don't you?"

Soldier nodded. "I agree. It's time to settle this," he said.

The Nightmare chuckled. "Ah, pride. Such an easy sin to exploit. Greed, Gluttony, Lust, Sloth... All the quiet sins that every sentient being has in their hearts. Subtle, sneaky, you never know that they've gotten a hold of you until far too late." He grinned, that horrible, bloody grin. "That is my power. The power of Nightmare Juggernaut. To take one's sins and give them hold over you."

"I take it you're not going to try that with me," Soldier said, not taking his eyes off of the massive, brutish creature.

Nightmare Juggernaut sneered. "No, I think not. You, you sad, broken little thing, you're not worth the effort of corrupting. You will die. And Light Element of Love will fall to my power as well," he said.

"Love's stronger than you know," Soldier said sternly.

Nightmare Juggernaut guffawed. "LOVE?! Powerful?! HA! Love and friendship are stupid magic. They have no true strength. And you! You pathetic war monger. What do you know of love?"

"More than you could ever know, maggot," Soldier snarled. "I fought in World War Two because I loved my family. I fought even when they wouldn't make me a soldier officially because I love my country. I fight for my team because I love my friends. And I fight for this world because... because I've come to love it here."

Derpy's eyes widened as she listened to Soldier speak. And in her heart, the warmth she felt for him grew even stronger.

Nightmare Juggernaut scowled angrily. Soldier smirked. "It is said that the greatest evil is when a good man does nothing. I don't know if I'm a good man or not, but I'm definitely going to war. I will protect these ponies! I WILL FIGHT!"

"And I'll fight with you," Derpy said, coming out of her house.

Nightmare Juggernaut's eyes widened in shock. Soldier smiled warmly at Derpy, who grinned confidently back and nodded.

And as they did, a light engulfed them both, a cyclone of bubbles forming around them. Nightmare Juggernaut staggered back, wincing in pain as the pure light of the awakening Element of Love blinded him. When the Nightmare's vision cleared, he looked back... and snarled.

Standing before him was a muscular, blonde, human woman wearing Soldier's uniform, her crossed eyes half-hidden by her helmet. A shotgun was holstered on one side in the backpack she wore. An entrenching tool and bloody silver pickaxe sheathed in the other side. Her boots were armored, and a trumpet was sheathed at her belt. Around her neck was a golden necklace with a crystal in the shape of a cluster of bubbles. And in her hands was a rocket launcher.

"SOLDERP reporting for duty!" she said, the voice belonging to Derpy but the gruffness purely Soldier's. She saluted, clicking her heels together. "So prepare for an ass-whupping, you freakish MAGGOT!"

Nightmare Juggernaut glared at her for a moment. And then he chuckled. "Doctor?"

Medic, his expression dull and lifeless, stepped out from behind the Nightmare, revealing a healing beam going from his horn to the Nightmare's body. Nightmare Juggernaut's horn glowed, and seven more Medics appeared, shadowy, grinning clones that also trained their healing beams on the Nightmare.

Solderp cringed. "Octo-Heavy. Of course," she said.

"That is not all," Nightmare Juggernaut said. His chest split open in a bloody gash, and a massive minigun barrel came out. Solderp fired a rocket at her feet, the blast carrying her into the air just as the minigun began to rev up. She fired again while in midair, a glowing critical rocket coming out and slamming into one of the fake Medics, destroying it in an instant, Solderp landing in a nearby tree.

Nightmare Juggernaut growled, and stormed after Solderp, who returned fire with two more rockets, running away from the hail of bullets as she headed towards the Everfree Forest.

"You cannot run, coward!" Nightmare Juggernaut bellowed. "I will find you!"

"Not in these woods, you won't!" Solderp called out, grinning as she fired another rocket, which took out another fake Medic. Nightmare Juggernaut screamed in fury, charging after him, his minigun blazing.

It wasn't until he was fully in the forest and accidentally gotten a hoof wedged between two close together trees that he realized he had been tricked. He looked around, seeing plenty of cover for Solderp to hide, and plenty of trees to block his movements. He was too big, and his Medics were having trouble getting through the thick stands of trees. He couldn't fly or teleport, because that would leave his Medics behind and he wasn't about to give up that advantage.

"Very good," Nightmare Juggernaut conceded. "Limit my movements by forcing me into an enclosed space. Exploit the large size of my true form."

No response, save for the sound of a point blank shotgun shooting the head off of one of the fake Medics, which vanished in a swirl of darkness.

Nightmare Juggernaut sneered. "But there is a simple solution that I'm sure you didn't think of," he said. He snarled, and began to power through the trees, crushing them under his hooves as he fired his minigun, tearing up the foliage. Another rocket shot towards him, but one of his fake Medics triggered an UberCharge, the missile exploding harmlessly off of him.

"Damn it," Solderp cursed, moving out of the way of a barrage of bullets. She wouldn't give up, though. She knew he wouldn't waste UberCharges, so she knew that the Medics would be vulnerable. She just had to keep to the guerrilla tactics.

Nightmare Juggernaut looked around, angrily searching for Solderp. He kept his minigun barrel revved, prepared to fire at any moment. But it seemed that no matter what he did, Solderp was able to stay in cover.

"KYAGIH!" screamed one of the fake Medics as Solderp blasted it into shadows with her rocket launcher.

Nightmare Juggernaut fumed, firing in the direction the rocket came, tearing down a thick tree... and revealing a cavern full of timberwolves. They pounced on Nightmare Juggernaut, who roared angry and roughly plucked them off of him with his magic. He was UberCharged, so their savage bites didn't hurt him, but they were a distraction.

This gave Solderp time to run in and kill another of the fake Medics, this time by slamming her pickaxe into the skull of the shadowy creature, causing it to vanish, its body sparking as the UberCharge it had built up dissolved. Solderp quickly ran back into the shadows as the Nightmare whirled around angrily, firing a barrage from the minigun sticking out of the bloody gash in its chest.

Nightmare Juggernaut snarled in frustration. "COWARD! Fight me like a man!" he bellowed, one of his remaining Medics triggering their UberCharge.

Solderp cackled. "I'll fight you like what I am, maggot!" she called out, her voice echoing in the forest, seemingly coming from all directions. "A SOLDIER!"

Nightmare Juggernaut roared in frustration. But that roar was drowned out by the sound of thunder. The Nightmare looked up and cursed.

"Luna is here... I should have just teleported to Derpy's house instead of walking... Curse my penchant for theatrics..." he muttered. "I have to finish this quickly."

He turned back and took three steps forward... only to find his forelegs falling into a hastily dug pit trap. He stumbled, and tried to recover, but Solderp rocket jumped over him, firing another rocket that destroyed a sixth fake Medic, leaving only one fakesand the original. She whipped out her shovel and smashed it across the face of the last fake, its UberCharge dissolving with a splash of sparks as its neck broke, the fake vanishing into shadows. The remaining Medic, the real one, triggered his UberCharge, Nightmare Juggernaut roaring and firing a barrage of bullets into the shadows Solderp vanished into.

"DAMN YOU!" Nightmare Juggernaut cursed. "EVEN IF YOU ELIMINATE ALL MY MEDICS, I WILL KILL YOU AND KILL YOU AND KILL YOU!"

A rocket splashed harmlessly on his UberCharged face, as if mocking him. Nightmare Juggernaut roared, charging into the shadows, with the brainwashed real Medic behind him. He fired wildly, tearing a swath through the forest, until finally, he cornered Solderp, catching her with a wild swing of his massive forehoof, pinning him up against the wall of the old royal castle they had reached in their rampage.

Solderp stared up at him defiantly, coughing up blood from her broken ribs, preparing to go down fighting.

Nightmare Juggernaut sneered. "You are nothing, Soldier of Love. Nothing before Nightmare Juggernaut," he said, revving his minigun. "Die."

"_**NIGHTMARE JUGGERNAUT!**_" thundered a voice from above, "_**WE WOULD HAVE WORDS WITH THEE!**_"

Nightmare Juggernaut blinked, and looked up, only to receive a barrage of lightning bolts to the face from a righteously furious Princess Luna. A wisp of the same magic that freed Barricade emerged from her horn and into Medic's head, clearing it of the Nightmare's control as the Nightmare himself staggered from the force of the blows.

Medic shook his head, confused. Once his vision cleared, he yipped at the sight of Nightmare Juggernaut and promptly ran over to Solderp, giggling madly.

"Ah ze final battle against ze demon? Oh, how exciting!" Medic tittered, healing Solderp.

Solderp shook her head, chuckling. "Never change, doc."

Nightmare Juggernaut snarled. "YOU! You were one of us, the most powerful of us all! Why do you not side with us now?"

"BECAUSE I KNOW THERE IS NOTHING BUT DEATH AND SOLITUDE DOWN THE PATH A NIGHTMARE WALKS!" Luna roared. "I WILL _NEVER _LET EQUESTRIA BE PUT IN THAT KIND OF DANGER AGAIN!"

Nightmare Juggernaut snarled again, firing his minigun at her. The bullets bounced harmlessly off of her, only serving to infuriate the Princess of the Night even further. A blast of pure darkness erupted from her horn, striking Nightmare Juggernaut with enough force to push him into a crater.

Back behind Luna, Barricade grinned to the stunned Sniper and Rainbow Dash. "And THAT, dear friends, is why nobody fucks with Equestria," Barricade said.

Sniper gulped hard, nodding.

Princess Luna landed near the crater, Harbinger running up beside her. "Twilight is tending to Spike," he said. "She's humiliated, but will recover. Spike's injuries were minor as well."

"Good," Luna said. "Spike is a comrade, and I would not see him injured because of what this creature did."

Sniper, Barricade, and Rainbow Dash came over, Sniper looking into the crater, where the dazed Nightmare lay. "Can we get him back to normal?" he asked.

Princess Luna turned to Solderp, who saluted. "Crocket to the face with the Element of Love necklace wrapped around it should do the trick," she said.

Medic frowned, looking down into the pit at Nightmare Juggernaut's unconscious form. As he did, the Nightmare's eyes shot open.

"LOOK OUT!" Medic cried. The ponies standing around the crater scattered as Nightmare Juggernaut literally roared back to life, bellowing in fury as he lunged out of the crater. Any pretense of intelligence was gone, the Nightmare now just wanting to crush, to kill. He roared, spittle flying from his mouth, firing his minigun wildly, the fliers taking to the air and preparing to attack.

They needn't have worried.

"Maggot," Solderp snarled, stuffing her Element of Love necklace in her rocket launcher. She pulled out her trumpet and blew a fanfare, a flag rising up and unfurling on her backpack.

Nightmare Juggernaut whirled at the sound, roaring at Solderp.

"Eat love crocket, MAGGOT!" Solderp snarled, firing. The rocket, glittering with the Element of Love necklace wrapped around it, flew directly into Nightmare Juggernaut's mouth, the creature exploding in a blinding flash of light. Everyone save Rainbow Dash looked away as a wave of pure, adoring warmth washed over them. Trees regrew as the Element of Love's magic repaired the damage Nightmare Juggernaut had done, washing over Ponyville. Families and lovers felt strangely closer to one another in that instant, savoring the feeling.

And all of Nightmare Juggernaut's victims that hadn't already been freed were released from his control.

Applejack stopped eating, groaning as she clutched her swollen stomach. She had no idea why she had decided to stuff herself like that.

Rarity, sobbing, smashed the boulder she had been brainwashed into loving into powder. She couldn't hate Heavy for what he did, she knew that. She'd reserve all her hate for the Maskies and their master for rubbing salt in that old wound...

Trixie stopped preening in her mirror, quickly wiping off the absurd amounts of makeup she had put on, feeling foolish.

Fluttershy woke up, stretching. She wondered why she had fallen asleep on her doorstep, but shrugged. It had been a nice nap.

Demoman's booze high cleared up immediately, the Scotsman looking around in mild embarrassment at the bottles surrounding him.

Engineer and Pyro both stopped in mid-kiss, blushing brightly as they realized what they had been doing. They weren't entirely displeased, though.

Doctor Hooves quickly dismantled the fusion reactor he had been brainwashed into building. He wanted his TARDIS back, but not enough to risk blowing up Ponyville. Bad enough that he remembered the Nightmare telling him before enthralling him that he was being targeted as an afterthought.

Pinkie and Scout both quickly retreated from each other when their spell was broken. Neither was sure what to say to the other. But neither of them could stop smiling.

Spy and Zecora found their marijuana highs cleared up. Zecora blushed, realizing what had happened, but Spy just kissed her, smiling. Still, the infiltrator was worried...

Back at the battle, the light eventually faded. Soldier and Derpy had split again, both of them wearing Element of Love necklaces, Soldier's silver, Derpy's gold. Heavy, looking battered and bruised, lay on his back, groaning.

Soldier, Sniper, and Medic immediately ran up to him, Medic reflexively training his healing beam on him.

"Heavy, you all right?" Soldier asked.

"Speak to us, mate!" Sniper said.

"Come on," Medic said softly. "Do not die on me yet..."

"Suh..." Heavy grunted, looking wearily up at the others.

Medic nodded. "Yes, yes, go on..." he said.

"Suh..." Heavy grunted.

"Speak up, man," Sniper said. "What can we do to help?"

"Sandvich," Heavy said, falling unconscious.

"He's fine," Sniper, Soldier, and Medic declared unanimously.

Rainbow Dash facehoofed. Derpy giggled and came up to Soldier, nuzzling him.

Princess Luna smiled, coming up to Soldier and Derpy, Barricade and Harbinger flanking her. "My compliments to you both," she said. "You have helped avert disaster this day, and even awakened another one of the lost elements. Wounds were inflicted, but they will heal in time. Because of you, they were not made any worse than they were."

"Thank you, Princess Luna," Soldier said, saluting and smacking himself in the face with his hoof. "Ow."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_2Fort..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

RED Heavy awoke to a rather bizarre conversation. "...and that is why Soldier is now qualified to be a defense attorney, gourmet chef, park ranger, police officer in the state of Michigan, gym teacher, professional wrestler, beauty pageant host, construction worker, game show host, bowling instructor, and salsa dance instructor," Merasmus said. "Ah, good, you're awake. The BLUs must have won."

RED Heavy rubbed his head in confusion, barely acknowledging as his teammates swarmed around him, glad to see him awake. He was still confused as to why there was a magician here.

"Why is stinky wizard here?" he asked.

"He's helpin' us find the BLUs," RED Scout said.

"Ja," RED Medic said. "Ze problem is a little bigger zan ve thought, old friend." He then proceeded to explain what happened while he was out.

RED Heavy frowned, rubbing his head again as he tried to process everything that had been said. "I remember... I remember feeling like something had been done to me... Like I tried to hurt doctor... I tried to fight back, but evil voice in head had taken over..."

Merasmus nodded. "Most likely you were experiencing what the BLU half of your soul was going through. It can't have been pleasant..." the wizard said.

RED Heavy shivered. "It was... it was terrible nightmare..." he said.

RED Soldier came in the room, cradling a softly churring raccoon in his arms. "Hey Merasmus, a van just dropped your stuff off. Decided that you're living here?" he said.

Merasmus nodded. "Yes, just have them move them into the BLU base, please. Oh, and have them bring me the Bombinomicon."

RED Sniper blinked. "Wait, you're moving in?"

Merasmus sighed. "Apparently, Soldier has been hiding packets of sour cream all around my property for quite some time. It has attracted every raccoon in the greater Badlands area. Shortly before I became involved in this, my home was annexed and made into a raccoon preserve. As such, until I find someplace else to live, I'm moving into the empty BLU facilities."

The REDs, save for RED Soldier, who was petting the raccoon in his arms, traded confused looks.

"Soldier..." RED Scout said, "Why did you bury sour cream packets on the wizard's property?"

"Because I needed to bury the fridge," RED Soldier said, smiling reasonably.

"...Vhy did you bury the fridge?" RED Medic asked.

"So the monster I shoved in it wouldn't get out," RED Soldier said. "You should have seen how many of poor Lieutenant Bites's brothers and sisters it ate before I clobbered that evil maggot."

"Makes perfect sense to me," RED Pyro said, nodding.

Everyone else, save Merasmus, who already knew this, just stared at RED Soldier as he calmly petted his new companion. RED Soldier just smiled. "Anyone want muffins? I've got this weird craving for them all of a sudden. I got this great recipe for sour cream muffins."

"Oooh, I do, I do!" RED Pyro chirped.

"Nice. Anyone else?" His teammates stared at him for a very long time. RED Soldier just shrugged. "More for us, then," he said. "C'mon, Lieutenant Bites. Lets make some muffins." He left the room. Merasmus shook his head.

"...You seem to be taking zis quite well," RED Spy said.

"Well, I would have been angrier, but I realized that I'd be working with you all for an extended period. Plus, guilt can trump rage sometimes. I'm currently under the effect of a very potent calming potion, which I will need to take twice a week," Merasmus explained.

"Good thing for you lot," said the Bombinomicon, the book floating in to Merasmus's arms. "Otherwise you'd have to deal with him turning into a cranky rage ghost that's an even bigger ham than he is now."

RED Medic adjusted his glasses, seemingly interested. "Ze book talks!" he said.

"Yeah, don't even think about it," Bombinomicon said. "You keep your scalpels away from me, otherwise POW, ZOOP! I turn your testicles into firecrackers."

RED Medic smirked. "Just professional curiosity, nothing more. Magic FASCINATES ME," he said.

Merasmus frowned, and leaned over to RED Engineer, whispering, "...Should I be terrified of the concept of Medic having actual sorcery at his command?"

"Eeyup," RED Engineer said, sighing.

"Uh huh..." Merasmus said, frowning.

"Since ye have the bloody book," RED Demoman groused, pointing to his eyepatch, "Do ye think ye could put me eye back?"

Bombinomicon seemed to grin. "Tell him why you can't, Merasmus," the book taunted.

Merasmus giggled nervously. "Well... ah... I did in fact turn it into a monster, I just... don't know how to turn it back..."

Merasmus fled as RED Demoman shot grenades at him.

"Bloody wizard..." he muttered.

RED Heavy chuckled. "Maybe Heavy should have just stayed asleep."

"Whatever the case," RED Engineer said, very glad to have his vision cleared of Pyroland, "We have to be ready to fight Gray's damn machines. Ah just hope BLU team can hold off Slenderman on their end until we can get them back..."

_**TO BE CONTINUED...**_


	17. They Call Her Love Part 1

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 17: They Call Her Love Part 1**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts three days after the events of Chapter 16. Note about my tumblr: If something happens there that looks like a scene instead of a question answered, then unless I say otherwise it's canon to the story. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Sweet Apple Acres..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rarity calmly trotted up to the farm, idly humming. She frowned when she recognized the song as the one Nightmare Cuddles had been singing. She grumped a little and moved on. At least it was a catchy little tune. She eventually made her way into the grove, the hat box she was carrying alongside her bobbing lightly with each step.

She smiled when she saw Heavy bucking away at trees, the powerful Earth pony using only one leg to rattle the apples down from their branches. She trotted over to him, smiling brightly.

"Good morning, Heavy!" she chirped.

Heavy blinked, and grimaced, forcing a smile. "Hello, little fashion pony," he said, unable to look at her.

"I was out and about and I wanted to say hello!" Rarity said, smiling trying to get him to meet her gaze.

"...Is good to see you, da," Heavy said, frowning.

Rarity sighed. "Heavy... I don't blame you for what you did as a Nightmare. Yes, it was an old wound that was opened, but you weren't responsible for your actions."

Heavy shook his head. "No... The corruption... it made me feel GOOD... To trick, to scheme, to cause pain..." he said, sighing. "I was not credit to team that day. The shame... it burns..."

Rarity gently turned his head towards her. "Listen to me," she said softly. "You are a good pony. You were poisoned by that masked freak and turned into something you are not. You are my friend, Heavy. You are an excellent fighter, and a fine protector."

Heavy chuckled softly, smiling. "Rarity is credit to team," he said. "And is kind as little flutter pony."

Rarity grinned. "Well, I try," she said. "And in any case, to show you there's no hard feelings, I came to give you a gift!" She lowered the hat box she had been levitating down to the curious Heavy and opened it. A dopey grin came over his face as she levitated out the hat.

It was a blue cavalier hat, vaguely similar to a hat Spy owned back in their world, pinned up on the left with a trio of peacock feathers in it. The band was lined with small diamonds and sapphires, the outer surface of the hat seemingly crystalline in appearance, the inner part of the hat made of fine silk. And swirling around the hat was a small hologram of a Rarity's Cutie Mark.

Heavy had to resist the urge to giggle as the hat was lowered onto his head. "It is so shiny!" he cooed.

Rarity nodded proudly. "I ended up using an enchantment I learned up in the Crystal Empire to give it the crystalline look. I needed to do a little research on how to bind the hologram permanently to the hats, but Twilight was able to help me find the right books quickly. I'm sorry this took so long, but as you can understand, we've been a little busy. I call it, the Unusual Dandy Rarity," she finished, gesturing grandly. "And you're the first to get one."

"HA!" Heavy laughed, adjusting the hat on his head. "Is good day! Thank you, little fashion pony!"

Rarity beamed, always glad to have her work appreciated. She turned... and yipped. The rest of BLU team had literally appeared behind her, big smiles on their faces as they stared up at Heavy's new hat. Rarity gaped.

"I saw several of you all the way across town on the way over," she said, stunned.

"We heard mention of Unusual hats," Spy said, staring in awe at Heavy's new headwear.

Rarity had to bite back the urge to giggle. _They're like foals in a candy store, _she thought, shaking her head. "Well, if you'll all stop by my shop later, I'll be more than happy to give everyone their hats. And maybe a nice candy for being good little foals."

Every member of BLU team blushed, her teasing showing them all how they were acting. They visibly relaxed and grinned at her.

Rarity chuckled. "In all seriousness, stop by when you have the time later. I'll be more than happy to give you your hats," she said.

"Thank you kindly, Miss Rarity," Engineer said, grinning. The others slowly filed away, Heavy chuckling and returning to his work.

Rarity chuckled, shaking her head. "Well, that was interesting," she said, bidding Heavy farewell and wandering off. "I'll think I'll see how Applejack's doing. She's been rather secretive ever since the whole mess occurred."

She found Applejack in another part of the orchard, working vigorously to harvest apples, looking as strong as ever. She did, however, have a soft curve of pudge hanging from her midsection. Applejack blushed when she noticed Rarity.

"Yeah... stuffin' all those apples down mah throat had a bit of a negative affect on my figure," the farmer said, grinning weakly.

Rarity giggled, the sound like melodic bells to Applejack. "Well, better too fat than too thin," Rarity said. "I was honestly quite glad Photo Finish never talked Fluttershy into dropping weight during her brief stint as a model. And besides, you carry it well."

Applejack smiled. "Thanks, Rarity," she said gratefully. "But ah still think ah'm gonna work this off as quickly as possible. So what brings you here today?"

Rarity nodded to Heavy. "I finished the BLUs new hats. I wanted to bring Heavy his hat first and assure him I wasn't mad about what happened," she said.

Applejack nodded. "Mighty nice of ya, Rare," she said, looking over at Heavy's hat... and blinking. "...Can ah ask you something?"

Rarity nodded. "You may," she said.

Applejack grinned weakly, and asked, "Don't take this the wrong way, but did y'all make the hat as silly-looking as possible just to see if they'd actually wear it?"

Rarity quirked an eyebrow, amused. "No, I did not," she said. She looked around to see if there was anyone else around them, and added, "I actually toned down the silly. Spy said that they all tend to like stovepipe hats, and I was originally going to make it one of those. I decided to be a bit merciful, though, and give them something a little dignified looking."

Applejack chuckled, shaking her head. "Sakes, Rarity. With all the stuff you give away, it's a wonder you have money for y'self."

Rarity smirked. "It helps that I have all those connections Trixie mentioned when she put the Flim Flam Brothers in their place. And that said connections are willing to pay exquisitely high prices for my dresses and other finery."

Applejack chuckled. "Sometimes ah wish ah was as good at numbers as you were, Rarity," she said, blushing.

Rarity grinned. "Oh, tish tosh," she said. "You are not without you're own charms, Applejack. You are strong, fast..." she said, "You have such a lovely mane..." Rarity found herself blushing. Was it getting hot all of a sudden?

Applejack blushed. "Not as stylish as yours," she farmpony insisted. "You're always so clean, so well-groomed... so gorgeous..." _Boy howdy is she ever... _she found herself thinking, much to her surprise.

The two mares stared at each other, remembering the oh so agonizingly brief time they were a couple. How good it felt to be in each other's embrace, their lips locked together, to taste each other...

Without even realizing it they had been moving closer to one another, both blushing, both NEEDING...

"Before you both do anything you may regret later," Derpy said, landing in between the two of them with an embarrassed look on her face, "you might want to get to Twilight's. And quickly."

Applejack and Rarity both blinked, shaking their heads as if freed from a spell. They blushed at each other, smiling, and turned to Derpy.

"Whatever for?" Rarity asked curiously.

"Is anything wrong?" Applejack asked.

Derpy sighed, and held up her Element of Harmony necklace. "I think my Element of Harmony is sending out love surges, and has been ever since it awakened. Last night Pinkie Pie complained that she couldn't sleep because Mr. and Mrs. Cake were..." she blushed, and said, "...'having a good time' the whole night."

Applejack chuckled. Rarity eeped, amused. "Oh dear. What of young Pound and Pumpkin?"

Derpy giggled. "According to Pinkie Pie, those two could apparently sleep through Discord's return," she said. "So no worries there."

"Thank goodness for small favors," Applejack said. "But love surges don't sound so bad."

Derpy shook her head. "What about if people aren't already a couple? Or they were a couple and broke up? Like you two, only they didn't break up on good terms like you did? What if you're RELATED to them? Like your brother or sister?"

Applejack and Rarity traded looks, the implications sinking in. "Ah..." Rarity said.

Derpy nodded. "I've been going around telling the others... I got lucky and got all the BLUs at once..." she said. "A rare turn of good luck for me."

Applejack nodded. "We'll be there, sugarcube, don't worry," she said. Derpy nodded and flew off.

Rarity frowned. "Rather... unusual, don't you agree?"

Applejack shook her head. "If it ain't one thing, it's another..."

Rarity blushed, grinning. "Still, compared to what we've just been through, this won't be so bad..."

Applejack smiled.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Hey, Trixie?" Pyro said, trotting up to the showmare as she repaired some damage to her cart from the last battle.

Trixie turned, and nodded to Pyro. "Yes, what is it?"

"I was wondering about something," she said. "Some of the ponies in town, they look nervous around you! Why is that? You seem nice enough."

Trixie sighed, her head thumping against her cart.

"Yes, well... That's probably residuals from the last time I was here," she said.

"The Ursa Minor mess?" Pyro asked, curious.

Trixie shook her head. "No. I'm talking about the second time I came to Ponyville. This here and now is the third," she said. Sitting down and removing her hat, Trixie said, "After the Ursa Minor incident, I went through a bit of a bad phase. I was humiliated, and couldn't get work anywhere except at the rock farm Pinkie Pie used to live at. I found an artifact called the Alicorn Amulet, which gave me a tremendous boost in power. It... also made me evil and crazy. I came to Ponyville to get revenge on Twilight and bested her in a magical duel, exiling her from town. I then promptly trapped the town in an eternal night and... basically took over. I... don't want to go into the details..." She shifted uncomfortably. "Twilight defeated me, of course, in a rather brilliant fashion that forced me to admit that she was, indeed, the better unicorn. (Not that I'll ever admit that AGAIN, of course. Trixie does have her pride.) I guess some people still aren't comfortable around me," she said, sighing, a sad look on her face.

Pyro blinked, and said, "But you're not evil now, right?"

Trixie shook her head. "It was a hard lesson, but Trixie has taken it to heart."

Pyro nodded. "No plans to take over the town?"

Trixie chuckled. "I've thought about it and decided that conquest is too much trouble. After you take over, that means you have to actually MANAGE things. Keeping my own life in order is enough of a headache."

Pyro grinned. "Well, then I don't see the problem," she said. "You're here to help now, and you're one of the lost Elements of Harmony to boot! The Element of Hope no less!" She nuzzled Trixie, making the showmare blush. "You're gonna be awesome, I know it. Just never stop believing that everything will turn out all right."

Pyro skipped into the library, Trixie staring after her. She then shook her head, chuckling. "Heh... Crazy firebug," she said affectionately, going into the library as well.

The others gathered there, as Twilight quickly shifted through her papers, pulling out her notes. Harbinger and Barricade both stood nearby, looking surprisingly stern.

Pinkie Pie yawned. She looked over at Spy, who was rubbing his head. "You okay?" she asked.

Spy managed to smile. "I'm fine. I've just been having zese odd headaches ever since Heavy was restored," he said. "What about you? Things turn out okay?"

"Yeah," Pinkie Pie said, blushing. "Scout and I are going to talk later... And thankfully neither Zecora, Pyro, or I are pregnant... I mean, I love taking care of the Cake twins, and I'd love to be a Mom someday, but..."

"But you are aware of your own limits," Spy said, smiling. Pinkie Pie blushed, nodding. Spy chuckled. "It is not a shameful thing, to wait for motherhood until you are ready. But I'm surprised zat you were able to confirm zat so fast."

Medic, who was nearby, chimed in at that point. "Zere are apparently magical medical scans zat can tell quite early whezzer or not a mare is pregnant. It was a surprisingly easy procedure."

Spy nodded. "I am glad for zat," he said. "I intend to return home one day, and while I do adore Zecora, it would be against my nature to abandon a child of mine."

Pinkie Pie found herself surprisingly uncomfortable with the idea of the BLUs leaving. She wrote it off as a side-effect of the love magic that was going out of control.

Twilight sighed. "All right, here's the issue," she said. "I've done some research, and found out that the Element of Love is second in power only to my element, the Element of Magic. Because Derpy and Soldier aren't unicorns and have very real affection for each other," Twilight said, Soldier and Derpy blushing, "the love magic is getting out of control. It's increasing feelings of love intensely, which in turn are creating feelings of desire. For ponies who are already couples, like the Cakes or Lyra and Bon Bon, or ponies who broke up on good terms, like Applejack and Rarity, it isn't a problem, but for ponies who are just friends, or family members..."

"It enhances love towards family members into lust?" Fluttershy asked, confused.

"I'm afraid so..." Twilight said.

"I need to hide until zis is over," Medic said, turning to leave, his sudden statement startling everypony. Heavy, concerned, followed him, Twilight teleporting in front of him.

"Medic, what's wrong?" Twilight asked. "Why are you running away?"

Medic sighed wearily. "Ze reason my wife and I are seperated is because... I have a... 'compulsion,' let's say. Vhenever I become aroused, I gain a strong need to cut, to feel blood, to see blood... Ze vun und only time I had sex vith my wife I nearly killed her... Ve have kept in touch, but I am terrified to go near her... If mein feelings vere enhanced to lust..."

"Medic..." Twilight said softly.

Heavy nuzzled Medic affectionately. "For you, Doctor, I would endure any pain..."

"NEVER SAY ZAT!" Medic screamed, looking terrified and desperately sad. He stared at Heavy, shaking his head and running off.

Twilight started after him, but Heavy, frowning sadly, held out a hoof to stop her. "Doctor needs time," he said softly. "I will find him after problem is solved."

"I suppose so," Twilight said. "Anyway, let's get back inside. Thankfully, the solution is a simple one." She teleported back in, Heavy sighing and lumbering back in with the others.

"As I was saying outside," Twilight said, "The problem is a surprisingly simple one. Cadence just needs to teach Derpy and Soldier how to reign in the magic."

"There's still the little problem of Cadence being in the Crystal Empire, Twilight," Rainbow Dash said.

"Princess Cadence is visiting Equestria on a routine diplomatic matter later today. Prince Shining Armor will be attending as well, to help in picking his successor as Captain of the Unicorn Guard," Harbinger said. "Neither matter is an urgent one. So it will not cause any problems to ask her to assist in this."

"Oh! Well..." Rarity said, "Problem solved!"

"Not... entirely..." Twilight said, biting her lip.

Spy frowned. "You're worried about Chrysalis," he said softly.

Twilight nodded. "Changelings feed on love," she said. "And the Element of Love would be a prime target for her."

"If that shapeshifting maggot even TOUCHES Derpy I'll rip her to shreds!" Soldier snarled.

Derpy blushed. It was at once one of the most disturbing and romantic things she'd heard someone say. "I'm more worried about my kids," the wall-eyed pegasus said. "Do you think she might use them to get to me?"

"I don't know," Twilight admitted. "But I'm gonna make sure that whatever happens, we're ready for her."

Derpy smiled, feeling a little better.

Zecora frowned. "So what, if anything can we do? Can I or anyone else assist you?" she asked.

"I may call on you as I need you," Twilight said. "But for now, everyone can go. Hopefully this mess will be resolved quickly."

The group nodded and slowly dispersed, Heavy lumbering off back to the fields with Applejack, Soldier going off with Derpy.

Scout and Pyro, having nothing else to do today, wandered off on their own.

"Helluva situation," Scout said.

"We'll get through it," Pyro said, smiling. "We've beaten Nightmare Grave, Nightmare Doctor, Nightmare Dubstep, Nightmare Harmonic, and Nightmare Juggernaut. We'll beat whatever comes next!"

Scout snickered. "You're just looking forward to your merge with Trixie," he said.

"BURNINATENING!" Pyro giggled. "But yeah, I am. I like Trixie. She is nice and friendly, like Engie."

Scout blinked. "...We thinkin' of the same Trixie?"

"I like her," Pyro said, grinning. "And Mister Balloonicorn likes her as well!"

Scout snickered. "You sure he doesn't like her just because she's got a pretty tush?"

Pyro blinked. "Oh geez... And with the love surges... I gotta go, I gotta stop Mister Balloonicorn from doing something inappropriate..." she said, dashing off.

Scout cackled, shaking his head. "Oh man... alla this... Hell, I'm jealous of the REDs. They're probably relaxin' now, since they got nothin' to do with us gone."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_On the road..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...the BIRDS have a split soul?" RED Sniper said, glancing in his van's rear view mirror at his teammates as he drove down the road, following RED Demoman's car.

"Ja," RED Medic said, staring at the two doves, one blood-stained, sitting on his arm, staring at each other in confusion. "According to Merasmus, I had brought Archimedes. He vas concerned about me vhen ze ritual started, and ended up getting caught up in it, splitting into two."

RED Scout shook his head. "That's just weird... Is it JUST Archimedes, or are the other pets split-souled as well?"

Merasmus shook his head. "No, just Archimedes," he said. "Where is Soldier taking us, anyway?"

"Someplace new to help us with the robots," RED Pyro said, letting one of her Tyrannus blobs gleefully twirl around her gloved fingers. "Not that I'm complaining, but why are you coming with us?"

The wizard shrugged, idly glancing through the Bombinomicon's pages. "I am involved in this," he said. "I feel I must aid you when I can."

"Translation:" the Bombinomicon chimed in, "He can't do anything without the spell components and is bored out of his skull-wearing skull."

"As good a reason as any, I suppose," RED Spy said, sighing.

They eventually came to an old, abandoned Western town in the middle of the desert. The RED Team got out, RED Soldier practically leaping out of RED Demoman's car to check out each part of the old town, cackling like a madman. The others got out of their vehicles, looking around incredulously at the old town.

It looked like a makeshift Mann Co. facility. Signs randomly had Mann added to them, the barns at the back bearing hastily-made signs that proclaimed them to be a "Research Facility for Anti-Robot Weapons" the Mann Co. Global Shipping Department, the Hale Residence, and the Mann Co. International Headquarters.

"Isn't it great?!" RED Soldier crowed. "After the first debacle at the Mann Co. Totally Not Illegal Weapons Storage Facility, I remembered this place was out here. I also remembered Engie saying that they were programmed to attack anything Mann Co., and bought this place! It's got respawn points, an EXQUISITE choke point, a drop point for the bomb carriers, a shop to buy those weapon upgrades we got at the last facility, and even megaphones so the Administrator can yell at us!"

Everyone just stared at him incredulously. Up to and including the Administrator, watching on the security cameras RED Soldier had set up at the facility.

RED Spy facepalmed. "Dare I ask... why?"

RED Soldier clambered up on top of a building, going into drill sergeant mode (and putting on an appropriate hat).

"Listen up, cake-babies! A robot army is coming to kill us! Lucky for you peach pies, I always knew this day would come – and I have been preparing for it! I have studied robots for years! I once stared at a toaster for three months to get into the minds of these monsters! And there are three things I know for sure: They are smarter than us! They are stronger than us! And they can make toast," RED Soldier declared.

Everyone facepalmed at that, the other REDs finally realizing WHY he had been staring at the toaster every day last year...

RED Soldier continued, undaunted. "But if there is one thing we can do that these machines cannot, it is this: we can lie! We will lie to them on the beaches! We will lie to them in the beach parking lot! We may even lie to them on non-beach-related property! About the quality of our munitions! About the strength of our will! We will even lie about lying! That is how deep this rabbit hole goes! But the most important lie we will tell is this: Where the Mann Co. facilities are!"

"What," RED Spy said, suddenly realizing where this was going.

RED Soldier gestured grandly at the facility. "These rusty bags of cans have been programmed to attack all things Mann Co.! That is why we are here today, in front of this perfectly normal Mann Co. facility! But look closer! It is not an actual Mann Co. facility. I made it myself, using nothing but sweat and deception and lie-paint! We will lure the robots to this house of lies, and we will destroy them with our very real weapons and whatever it is the Scout does!"

"HEY!" RED Scout snapped.

RED Pyro chuckled, visibly impressed. "Nice! You really sweated the details! That bomb drop point looks so real!"

"Self-destruct bomb drop points..." the Administrator muttered over the intercom. "Why did that idiot Hale even add those?"

RED Engineer shrugged. "I'm guessin' that the 'Global Shipping Department' is where our Respawns are?" he asked. RED Soldier nodded, and RED Engineer went to examine them.

RED Spy shook his head, holding his hands in a position as if he wanted to strangle RED Soldier. "Why... Why in ze hell would you ever think zat zis STUPID plan would work?"

"Because it is an ingenious plan that has no chance of failing?" RED Soldier said, grinning.

RED Spy shook his head. "Ze robots... zey are advanced pieces of machinery programmed by a mad genius! Zey wouldn't be fooled by zis... zis GRADE SCHOOL STAGE PRODUCTION!" he snapped.

The others looked off into the distance, their eyes widening. "Um... Spy..." RED Sniper said, tapping his shoulder.

RED Spy ignored him. "Ze fact zat you have wasted your time, your money, and your supplies on creating zis mockery...!"

"Spy, look to your left," RED Sniper insisted.

RED Spy turned, confused. His jaw dropped, his cigarette falling limply from his mouth as he saw the carrier transport that the robots came in pulling up to the facility.

RED Soldier just folded his arms, grinning.

There was a rushing sound, and small nodes fell on the ground in a set path, markers that would show the robots which direction to take.

RED Spy just stood there, staring in utter shock, as RED Engineer hastily set up his equipment, RED Demoman laying down stickybombs in the choke point, RED Pyro pulling on her mask, RED Medic running around giving people overheals, as Merasmus began to hover, his staff glowing. RED Sniper went inside the central building, taking aim out the window, while RED Heavy stood near the Dispenser RED Engineer had set up, his minigun revved.

RED Scout poked RED Spy with his bat. "Dude, get ready."

RED Spy scowled, and turned away, closing his eyes and folding his arms. "No. No. I refuse to admit zis worked."

"Uh..." RED Scout said, pointing towards the carrier tank.

"NOPE!" RED Spy shook his head. "RED Soldier's plan didn't work. Ze robots are not here. If I do not acknowledge zem, zey are not here."

RED Scout looked at the markers, which showed that RED Spy was right in the path of the robots. He shook his head, chuckling as he pulled out a bottle of milk. "Whatever you say, spook," RED Scout said, running back to the front.

RED Spy did his best to tune out the sounds of battle, so adamant was he in not admitting RED Soldier's idea had worked beautifully. So he didn't notice a robot Scout come up behind him, staring at him incredulously.

Giggling, unable to resist the opportunity, the Scoutbot wound up and swung its bat hard, snapping RED Spy's spine and sending him flying away like a home run ball. His corpse landed right in front of RED Sniper's camper van, fifty feet from the battlefield.

The Scoutbot didn't have time to celebrate as RED Medic ran up behind it and decapitated it with a swing of his bonesaw. Its chest casing popped open, the money that was powering it falling out.

"Ooh, money!" RED Medic giggled, pocketing the wad of cash and running back to the front.

RED Spy's dead body dissolved into nothingness as he Respawned in a new one. He sighed, pulling out his revolver. "Merde..." he muttered, running back to the front.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Train Station..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight, with Barricade and Harbinger standing nearby, waited at the station as the train bearing Cadence and Shining Armor arrived from the Crystal Empire. The BLUs stood behind them, wanting to meet the princess.

The two emerged from the carriage, their coats crystalline and glinting in the sunlight. Cadence had gone back to her original hairstyle that Twilight knew, but had it covering one eye now. The BLUs traded surprised looks, Medic and Engineer in particular interested in their crystalline coats. Twilight grinned and ran over to Cadence, Shining Armor holding back the guards as Twilight and Cadence hugged, glad to see each other.

And then, to the incredulity of the mercenaries, the apprentice to the sun goddess and the ruler of the Crystal Empire began an absurdly cute little dance.

"Sunshine, sunshine, ladybugs awake. Clap your hooves and do a little shake!" the two mares chanted, giggling and hugging each other.

Shining Armor rolled his eyes. "Girls, I know that's your 'thing,'" he said, "but do you have to do it every time you see each other?"

Both of them stuck out their tongue at him. "You're just jealous that you don't have a 'thing,'" said Cadence.

"Well, not one that I'd be willing to share with my sister, anyway," Shining Armor teased, blushing.

Cadence grinned widely, giggling.

Spy rolled his eyes. "And zat, mes amis, is the perfect example of the phrase 'happily married.'"

"Well, we try," Shining Armor said. "I'm guessing you're the Builder's League United mercenaries Twily's wrote me about?"

Engineer nodded. "Prince, Princess, it's an honor t'meet you," he said, introducing himself and his comrades.

Cadence shook her head. "Friends of Twilight's are friends of ours. Cadence and Shining Armor will do," she said.

Shining Armor grinned... and then froze, noticing Barricade and Harbinger there for the first time. He flashed back to something Harbinger had told him when he first became Captain.

_It's relatively common for there to be only one Guard Captain in the city. Honestly, Shining Armor, if all three Guard Captains are in the same place, then something is very, very wrong. _

Harbinger nodded, as if confirming his worries, and said, "We wished to discuss with you choosing a successor for your position as Captain of the Unicorn Guard."

"Whenever you have time, of course," Barricade added.

"I think I can clear up some time this evening," Shining Armor said, keeping outwardly calm.

"Of course," Harbinger said.

Twilight and Cadence didn't seem to notice his nervousness, the two old friends busily catching up with one another.

"And that's the story," Twilight said, finishing her explanations on the recent Nightmare attacks.

"Wow," Cadence said, chuckling. "Pretty amazing stuff," she said. "Most I've had to deal with is minor magical corruption from clearing out the last of Sombra's artifacts."

Twilight blinked. "Magical corruption?"

Cadence pulled back her hair, revealing that one of her eyes was now green with a glowing red iris.

"Oh no..." Twilight said softly, gently stroking Cadence's chin.

Cadence smiled. "It's much better than it was. It just affected me physically. My horn's no longer curved and has its old ridges back, and I no longer have the urge to cackle evilly every so often. Barring any more incidents, I should be back to normal by the end of the week."

Twilight hugged her. "I wish I could have been there to help," she said.

Cadence grinned. "You have your own life to deal with. And a lot bigger problems than what we have, apparently," she said. "We're here to set up a trade agreement between the Empire and Equestria, but I can make some time for you if you need it. I'm guessing that's why you came to meet us directly."

Twilight nodded. "We're having a little problem with one of the Elements."

"One of the restored Lost Elements, yes?" Cadence guessed.

Twilight nodded. "The Element of Love," she said. "Both the Light Element and the Dark Element. They're... a little out of control."

Cadence giggled. "So that's what I felt. Let me guess: non-unicorns, right?"

"An Earth pony and a pegasus," Twilight said. "And the Earth pony isn't even from this world. Soldier?"

Soldier came forward with a salute, smacking himself in the forehead. "Ow. BLU Soldier reporting for duty, Captain Shining Armor!"

"At ease, at ease," Shining Armor said, chuckling.

"Do you have your Element with you?" Cadence asked.

"Actually it's..." Soldier started. As he spoke, though, the Element of Harmony necklace appeared on him, as if sensing his need for it. "...right here, apparently."

Cadence examined it, gently touching it with her horn. She shivered softly, and grinned. "Okay, this is a simple fix. I just need to teach you and the pegasus how to get in touch with the magic your species have so you can reign in the love surges."

Medic came forward. "I zought zat only unicorns could do magic," he said.

Cadence quirked an eyebrow, amused. "Unicorns have the strongest magic, yes. But pegasi and Earth ponies have their own special magic as well. As an alicorn, I have access to all three."

"But you are not a goddess, like Celestia und Luna," Medic asked, curious.

Cadence laughed. "I'm strong, but I'm not that strong. I'm no goddess," she said.

"Well, if you don't count her as a sex goddess. Which I do, by the way," Shining Armor said, nuzzling her and making her blush.

Scout rolled his eyes.

"Anyway, shall we have lunch? I would like to meet the Light Element as well, see if she's as cuddly as Twilight described her to be," Cadence said. "My treat." The BLUs all seemed pleased with the idea of a free lunch, making various signs of assent.

"I'll have to join you later," Shining Armor said. "I wanna catch up with speedy and the brick wall here."

"STEEL Wall, thank you," Barricade said, smirking.

"Of course you are," Shining Armor teased.

Cadence gave him a slightly worried look. He mouthed the word. 'later,' and she nodded reluctantly, leading the BLUs and Twilight off.

Harbinger sighed. "Come with us," he said. He and Barricade turned, heading out of the station and towards Everfree, Shining Armor following behind them. Once they were far enough away from anypony else, Harbinger began to speak.

"We need to discuss the Luna Contingency," Harbinger said.

Barricade shook her head, cursing. Shining Armor frowned. "Luna Contingency?"

Harbinger nodded. "It was an order given to me by Princess Celestia herself," he said, "shortly after the Elements of Harmony restored Princess Luna to her natural form, freeing her of the Nightmare Corruption."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The past..._

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Harbinger, you have always been willing to do... I guess a polite way to put it is that you're willing to do 'the dirty jobs,'" Celestia said.

Harbinger kneeled before her. "Always, my lady. For you, I would become the scorching heat of a solar flare."

Celestia shook her head. "You always were melodramatically poetic," she gently teased. Harbinger just smirked. Celestia continued, saying, "But this is important, Harbinger. Possibly the most important order I've ever given you."

"Name it, my lady," Harbinger said.

"With the return of my sister, an option has been opened that wouldn't have been otherwise," Celestia said. "In the past thousand years, there have times when I was concerned about my own sanity. I worried because there was no suitable replacement for me. However, with Luna's return, the option has opened."

Harbinger looked up, concerned. "Princess?"

Celestia sighed. "I need you to swear that you will obey this order no matter what, that you will obey MY order no matter what, and get the other captains to do the same."

"You need not even ask, my lady," Harbinger said.

"I need to hear it, Harbinger. Please..." Celestia pleaded, Harbinger alarmed by the tone.

"I swear, on everything that I am, that I will obey your orders without question, Princess Celestia," Harbinger said.

Celestia sighed. "Very well... Harbinger. Should I become too mentally unstable to rule, or if I should become a Nightmare myself, I need you to rally the other captains and oust me by whatever means necessary. After which, you are to put Luna in my place."

"W-WHAT?!" Harbinger stammered.

"_**YOU SWORE!**_" Celestia thundered.

"I... Yes, I did, but you ask me to betray you, my lady!" Harbinger stammered.

"A sanctioned betrayal," Celestia said solemnly. "For the good of Equestria. You must be prepared to take whatever measures necessary to stop me and put Luna in my place should my mind become unsound."

"I..." Harbinger stammered. "I..." He struggled desperately to find the words to talk her out of this. But the pleading look in her eyes made Harbinger's will crumble. "Yes, my lady..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The present..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The horror on Shining Armor's face was evident. "By all that's holy..."

"Believe me, kiddo," Barricade said, shivering, "I know how you feel."

"I do not like it, Shining Armor. And I know you do not either. We were both affected by Nightmare Harmonic's song," Harbinger said. "So I know the very idea of it pains you. But this is the truth. Celestia would have us dethrone her should she become a threat to her kingdom."

Shining Armor shook his head. He didn't want to believe it. But it was exactly the kind of self-sacrificing thing he knew Celestia would come up with. And then another horrifying thought set in.

"...You think the Princess is becoming unstable," he said softly.

Harbinger sighed wearily, the old stallion looking even older than before. "Ever since Princess Luna's nightmare, she has been growing steadily more unhinged. She has been seeing things that are not there, and become obsessed with a journal written about a creature called Slendermane."

Shining Armor went wide-eyed. "S-Slendermane?" he said.

Harbinger and Barricade traded surprised looks. "You've heard of it?" Barricade asked.

"Several of Sombra's journals we found... They had entries related to a creature called Slendermane... They said he made deals with the creature, became its 'proxy,' in exchange for crystals to increase his dark magic powers."

"Damn..." Harbinger cursed. "So that creature's influence goes back that far..."

"If that thing is affecting Princess Celestia so badly, then that may explain why Sombra had degenerated so badly..." Shining Armor said. "Maybe... maybe if we can kill Slendermane, Princess Celestia will be all right?"

Harbinger sighed wearily. "Perhaps. But we must be prepared to take the appropriate measures should her majesty's condition get any worse," he said.

"Damn it, you can't expect me to just agree to this!" Shining Armor snapped.

Barricade shook her head. "Kiddo, I went through the same thing. But Harbinger's right. It's our responsibility as Captains to protect Equestria from all threats. Including the Princess herself, if need be..."

Shining Armor began pacing around. "This... This is insane..." he said, shaking his head.

"I'm afraid that this is all too reasonable on the Princess's part," Harbinger said sadly. "We three are the strongest of our breed, with the possible exception of your sister. Considering all that's happened to her..."

Shining Armor just smiled, remembering the moment when Twilight 'realized her destiny.'

Harbinger sighed, and continued. "Believe me, I hope it doesn't come to having to get her involved. I hope it doesn't come to the point where we must do our duty and oust the Princess in favor of Luna. But do our duty we must."

Shining Armor shook his head. "Barricade, don't you have anything to say on this?"

"I'm not fond of it, kid," she said, frowning. "But we have to protect Equestria. It's what she'd want."

Shining Armor's head drooped. "I... You're right... But I hate the very idea of it..."

Harbinger closed his eyes. "Then I pray we never have to fulfill our duty," he said softly.

"We should still focus on Slendermane, though," Shining Armor said. "Sombra's journals and Twilight's letters all talked about masked servants that worked for Slendermane. And you actually had one in custody for a while."

Barricade growled. "I'm ripping the wings off of that little bastard if I ever catch it again," she muttered.

Harbinger looked hesitant. Shining Armor frowned at him. "What's wrong?"

"...Princess Celestia's mental issues started most intensely when she began reading the Slendermane journal," he said.

Shining Armor swore angrily, getting the implications immediately. "DAMN IT! So we can't even learn about the creature without..." He paused, a horrified look coming to his face.

Barricade went wide-eyed, understanding his sudden worry. "Sombra's journals..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere in town..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"You seem... oddly reluctant to be here," Cadence said to Medic as she and the others sat down to enjoy the treats she bought them from Sugarcube Corner.

"I vas... convinced to come back. Against my better judgment," Medic said, frowning. "I have issues vith intimacy."

Cadence smiled. "Well, maybe I can help. My magic is centered around love, after all," she offered.

"Issues involving me becoming bloodthirsty und violent vhenever I become sufficiently aroused," Medic clarified, looking ashamed, the BLU team members who hadn't heard the story becoming alarmed.

"...Ah," Cadence said after a long moment, her smile forced. "...Have you thought about seeing a therapist?"

"Don't get him started," Spy muttered. "He'll rant all day about how useless ze psychiatrist profession is when it comes to understanding ze brain. And zhen go on to tell you a horror story involving brain surgeries he's performed in ze past."

"Is it my fault zat no vun has ze stomach for true science?" Medic snarked.

Cadence's ears drooped. "Are you sure you're the good guys?" she asked before she could stop herself.

"Sometimes we wonder, lassie," Demoman chuckled weakly.

Twilight sighed, facehoofing.

"Anyvay," Medic said, "in vhat is not obviously a desperate attempt to change ze subject... your crystalline coat is fascinating."

Cadence smiled. "The magic that permeates the Crystal Empire is centered around crystals. Which, in hindsight, should be obvious from the name," she chuckled. "The Empire also has some of the strongest ice magic known to ponykind."

"I'd love to learn some of it. Cold and ice magic is so limited for unicorns," Twilight said grinning.

"Und ze crystalline coat is a result of use of ze crystals?" Medic asked.

Cadence nodded. "A harmless side effect. It also provides EXQUISITE insulation against the cold. You lot would all get crystalline coats as well if you visited," she said. "Although since you aren't natives, or aren't living there, the effect would fade shortly after leaving the Empire's borders. Shining Armor and I were born Equestrian, but when we started living there on a regular basis, the effect became permanent for us."

Scout grinned. "Sweeeeet," he crowed.

"Bohze moi," Heavy muttered. "Tiny Scout does not need to become shiny. Tiny Scout already has big enough ego."

Scout cackled.

"Getting back to the out-of-control Elements of Love?" Soldier insisted, tapping his necklace.

Cadence nodded. "Yes. Since you're still new to your body, you're probably not used to tapping into the strong nature magic that Earth ponies have," she said.

"All I knew about magic comes from a vaguely smelly wizard named Merasmus. Who bought chocolate covered 'Kill Me Come Back Stronger' pills that he let expire," Soldier muttered. "Tasty, though..."

"They were covered in chocolate?" Pyro chirped, interested.

Cadence shook her head. "ANWAY, if you'll come over here and stand on this dirt patch?"

Soldier blinked, confused. "You're an Earth pony," Cadence explained. "The earth is the source of your species's magic." Soldier shrugged and complied.

Cadence smiled. "Close your eyes and concentrate," Cadence said. "Focus on the Earth beneath you. Feel the soil, focus on it."

Soldier did as she asked, closing his eyes and focusing. For all his faults, one thing Soldier was great at was focusing on a task. This often left him open to attacks from RED Spy or RED Sniper, so it worked against him at times. But for this, his focus meant that he felt results almost immediately. A soft glow engulfed his hooves, the other BLUs watching with interest.

Soldier shuddered. He could feel every individual life underneath the ground. There was a lot more than he initially expected there to be. He didn't realize it at first, but he was also feeling each individual plant as well.

"Good," Cadence said, her own hooves glowing as she imitated the action. "Now focus on that power. Feel the magic of your Element of Harmony, and draw that power from the land you feel into the Element."

Soldier nodded. He felt a cooling 'something' flowing up through his body, forming a 'grip' around the necklace around his neck. The surging warmth from the necklace began to dissipate, Soldier shivering as he felt his Element stop surging.

"Whoa..." Soldier said. Cadence grinned. "And that's that," she said. "Love is a powerful force. If I remember the old legends about it, the Element of Love was second in power only to the Element of Magic. You just need to learn to reign it in using your own abilities."

"Huh..." Berry Punch said as she watched. The wine seller had come up to flirt with Demoman, having been in town on business. "That's kinda cool. I've never really noticed that before," she said.

"You were born an Earth pony," Cadence said, smiling. "You've probably gotten so used to tapping into your magic that you don't even know you're doing it." She stretched. "Anyway, that should get the love surges partially under control."

Berry Punch quirked an eyebrow. "'Love surges?'"

Twilight explained briefly.

Berry Punch snickered. "And here I thought it was just Demoman's natural charm that brought me over here," she said.

Demoman smirked, stroking her cheek. "I dinnae need any magic t'be appealing te a fine lassie like yuirself," he said. Scout rolled his eyes again, chuckling.

Cadence grinned, always happy to see people in love.

Soldier tapped his Element of Harmony, which vanished again. "Huh..." He shrugged, and said, "Anyway, Derpy usually stops by this way for lunch. So we'll probably be able to get her in pretty quickly."

"Excellent," Cadence said.

Scout blinked, remembering something. "Actually, I can get her here pretty quick," he said, finishing off his food. "Today's my day off normally, but I can just take over the rest of her shift so she can work without worrying."

"That's be great, Scout," Cadence said. "Thank you."

Scout nodded and leaped into the air, flying off. As he did, though, Spy began rubbing his temples, wincing.

Zecora was the first to notice. "Spy, my friend, are you all right? Can I help to relieve your plight?" she asked.

Spy smiled wearily. "It's just a headache. I've been having them ever since the Nightmare Cuddles mess," he said, chuckling and adding, "Who knows? Maybe I'm actually allergic to that plant the Nightmare grew for us."

Heavy frowned, shifting uncomfortably.

Medic snorted. "Don't expect me to give you any painkillers," he said. "You're enough of a headache for me already."

"Your sympathy is most appreciated," Spy snarked.

"...Interesting friendship," Cadence said.

"I know," Twilight said, sighing. "But I've seen them work. They're a well-oiled team, and they can get the job done."

"So it's just a 'guy friendship' sort of thing?" Cadence asked, smirking.

"Yes," Harbinger said in a completely deadpan voice, startling the mares by coming up behind them. "And after this, we'll all go out and get drunk and fight until we knock each other out and collapse in the forelegs of the exotic dancers we hired."

Cadence turned to Shining Armor, who was standing next to a snickering Barricade and groaning. "This true, dear?" she asked, smirking.

"Of course not," Shining Armor said, smirking right back. "I mean, where would we find exotic dancers at this time of day? Especially in a little town like this?"

"Uh huh," Cadence said, unable to resist grinning. "You're lucky you're cute."

Shining Armor just waggled his eyebrows in a way that made Twilight groan.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later that evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...shortly after zat, Derpy showed up and was taught how to control ze love surges without incident," Spy said, escorting Rarity home. "Beyond zat, ze only zing zat happened was Demoman and ze wine seller flirting shamelessly."

"My my," the fashion design said softly. "That was resolved quickly, wasn't it?"

Spy nodded. "Thankfully," he said. "I'm certain zat zere are many people who would appreciate not having awkward moment after awkward moment happening to zem."

Rarity smirked. "Depends on who you're with," she said.

Spy smirked. "Thinking of renewing your relationship with Applejack?"

Rarity sighed. "It would be nice to have a special somepony again," she said softly. "And I know what kind of pony she is, so there wouldn't be that worry..."

Spy winced a little from his headache, and smiled. "Rarity, ma cher ami, ze heart can lead you in directions you never expect. And sometimes it can lead you right back to where you started."

Rarity smiled. "An interesting thought, thank you," she said as they got to Carousel Boutique. "Are you coming in?"

Spy shook his head. "No, I'm going to walk for a bit, see if I can clear my head. I'm fairly certain zis is just a sinus headache, but just in case, I may head to Zecora's to get some medicine. If I don't come back..." he chuckled, "...well, just assume Zecora and I found another way of getting to sleep."

Rarity giggled, blushing. "Have fun, then. And be careful. Everfree can be very dangerous at night," she said.

Spy smirked. "I assure you, my dear, zat I am ze deadliest thing in any forest," he said, trotting off as Rarity went inside.

He wandered aimlessly, the cool night air washing over him, ruffling his wings. He sighed, glad he left his balaclava off. He was always more comfortable at night, with the soft, gentle caress of the moonlight washing over him. But even the refreshing night air didn't help, his headache pounding.

"Well... off to Zecora's, zen," he said. "If she can find a way to restore Soldier's memories with a potion, zen I'm sure she can whip up a quick headache medication.

_My child... _whispered a voice in his head.

Spy's headache suddenly surged, a spike of agony through his head, as if someone had stabbed him with his own knife. He collapsed, clutching at his skull and groaning.

_It is time... _

"What..." Spy gasped. "No..."

_The food has been ripened..._

Spy suddenly understood what was happening. "NO! I won't, I..."

_You will... For you are of my children... _

"I can't!" Spy shouted, writhing in agony on the ground as the pain became worse. "I WON'T!"

_ You will... _

_ I hunger..._

_ Your queen HUNGERS..._

Spy screamed, curling up into a fetal position as the pain became worse and worse... and then he stopped. Slowly, he got to his feet and opened his eyes.

They now were a glowing green. "Yes... my queen..." he said softly.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Derpy's house..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Hush now, quiet now, it's time to go to bed..." Derpy sang softly, tucking in Dinky for the night, the young unicorn laying contentedly in her bed, snoring gently. Derpy sighed, and quietly trotted out of the room, closing the door behind her. She looked in on Sparkler, who had decided to stay the night. The older unicorn smiled and waved to her mother.

"Dinky get to bed okay?" she asked.

"Sleeping like an angel," Derpy said, smiling. "Thanks for staying over."

Sparkler smiled. "I don't forget my family," she said.

Derpy grinned widely. "Anyway. You don't stay up too late, you hear? You've got work in the morning."

Sparkler rolled her eyes. "Mom, c'mon," she said. "I'm a grown mare now. Plus, as you'll recall, I handled myself pretty well against the Cyberponies when the Doctor found them in Stalliongrad."

Derpy chuckled. "Oh yes, you're a grown mare now, and such a brave adventurer," she said, coming in and kissing Sparkler on the forehead. "But no matter what, you'll always be my daughter. My beautiful amethyst star."

Sparkler smiled. "G'night mom," she said. "I love you so much."

"Good night, my amethyst star," Derpy said, kissing her again and trotting downstairs.

Soldier was waiting for her. "'Cyberponies?'" he asked, confused.

"I've led... a bit of an interesting life," Derpy said. "The Doctor, Minuette and I have had a lot of adventures. Never any press, good or bad, but I prefer that, honestly..."

Soldier frowned. "Maybe we should ask him about all these adventures," he said. "You never know when an old foe will come back to bite you in the ass."

Derpy shook her head. "I'm sure if it comes us, the Doctor will tell you everything you need to know. I trust him," she said.

Soldier frowned, but shrugged. "If you say so," he said. "C'mon, let's have some muffins."

Derpy grinned. "If there's muffins, I'm definitely in," she said. "Unless it's those weird biscuit things the Doctor likes. 'English muffins' my tail..."

Soldier chuckled at that.

The two of them went to the kitchen, sitting on the stools near the counter and casually eating some of the muffins on the plate set up there.

"Mmm, these are really good," Soldier said. "Have you ever considered using sour cream to make them?"

Derpy blinked. "Seriously? Sour cream?"

Soldier grinned. "I love sour cream," he said. "I know this great muffin recipe that..."

There was a soft swishing sound coming from the window. Both Soldier and Derpy turned towards the window, frowning.

After a long moment, Derpy said. "...Probably just leaves brushing against the window."

Soldier frowned. "Yeah..."

Derpy sighed. "So. Now that we've got our respective Elements of Love under control, what do we do now?" she asked.

Soldier shrugged. "Best I can figure is find a way to awaken Trixie's Element, and get the other Dark Elements active. We still need Heavy's, Sniper's, Spy's, Pyro's, and Medic's, so we've got a ways to go."

Derpy sighed. "I wish there was a way to get the fusions without a battle situation," she said.

"Or a dumb prank," Soldier muttered, remembering how Scout triggered AppleDemo's last appearance.

Derpy nodded. And then she began to giggle. "The way things are going now, I'm guessing Demoman might not have minded too much if it was Berry Punch."

Soldier snickered. "It seems we're all finding someone we care for here," he said.

"Oh?" Derpy asked, blushing.

Soldier blushed as well, realizing what he said. "I-I... I mean..."

Derpy smiled, gently taking his hoof in hers. Soldier just stared at her, feeling a warmth flowing through him, a sweet, wonderful warmth that he hadn't felt since...

...since the last time he had been with his wife.

The sound of leaves slapping against the window came again, startling them both. They stared at the window for a long moment.

"...Very windy out," Derpy said, frowning.

"Hnh..." Soldier grunted. His ears perked up when he heard a soft whooshing sound coming from the living room.

"Soldier?" Derpy asked, worried.

"It sounded... like Spy decloaking..." Soldier said, frowning deeply.

Derpy shivered. "I'm... I'm gonna check on the kids," she said.

"Right..." Soldier said, slowly heading into the living room, looking around warily. "I'll see what Spy wants..."

Derpy ran past him, heading back upstairs to check on her children. Soldier stalked into the darkened living room, shadows hiding everything. Including Spy's location.

_Was that his cloaking or uncloaking sound? _Soldier tried to remember. They were so damn similar...

A shriek of terror echoed from upstairs. Soldier, immediately forgetting about Spy, ran up to check on Derpy... only to find her unconscious, the bedroom doors of both Dinky and Sparkler wide open. And at the end of the dimly lit hall, the lights flickering around him, was a tall, slender white pony with no face, clad in a black suit jacket and blood red tie.

"What... What are you?!" Soldier stammered, transfixed by the creature before him.

The creature's head cocked to the side, as if considering Soldier. From its back, black tendrils emerged, waving about ominously, the lights flickering even faster.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville Ritz Hotel..._

_Penthouse Suite..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"AAAIAAAGH!" Cadence shrieked, clutching at her still corrupted eye as she writhed about in agony. Intense pain emanated from the eye, like acid was pouring out of it and burning away everything it touched.

Shining Armor tried to hold her down as best he could, trying to keep her from hurting himself. "Please... Please, Cadence, my Cadenza... please, calm down! I've called the hospital! They're sending help!"

"It hurts... it HURTS!" Cadence screamed, clutching at her face. "Please, make it stop!"

_What's going on!? _Shining Armor thought desperately. "Please, Cadence, mi amour, calm down..."

Harbinger burst into the room, Barricade looming just outside. "I heard that all the way down the hall. What's going on?" Harbinger demanded.

Cadence, upon hearing Harbinger, stiffened. She began to chuckle, a darker voice overlaying her own. "Mighty Harbinger... Noble Shining Armor... Indestructible Barricade... How do you expect to save your sun princess..." Cadence lowered her hooves, revealing that both her eyes were corrupted now. "...when you cannot even stop a parasite from stealing a family?"

_The voice... It's SOMBRA! _Shining Armor thought in horror as he recognized the voice that overlayed Cadence's own.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

_Palace..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"WHERE ARE YOU?!" thundered a voice, startling Luna awake. She yawned, looking around in confusion for the source .

"I know you're here," snarled the voice again. It took Luna a moment to recognize it. But when she did, she was stunned.

"...Tia?" Luna said, stepping out into the hall. She found her sister pacing about furiously, a wild look on her face, her hoofsteps leaving fiery prints.

"I know he's here," she said. "I can sense him!"

"Tia... Who's here?" Luna asked, grabbing her sister to try and stop her pacing, holding her in place with her magic.

Celestia looked around frantically. "Can't... can't you sense him?! It's Slendermane! He's here, I know he is!"

Luna reached out with her powerful magical senses, but found nothing. "Tia... Tia's, there's nothing!"

Celestia growled. "I won't let you take my sister! I WON'T! I'll BURN DOWN CANTERLOT before I let her be taken from me again!"

Luna stared at her sister in shock. She wouldn't go that far... would she?

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Derpy's house..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Soldier stared at the abomination at the end of the hall in a mix of fear and confusion. He slowly moved forward, wanting to get Derpy out of danger and check on the kids... when he felt something sharp jab into his side.

"Gagh!" Soldier spurted out. He looked, and saw Spy's balisong knife sticking out of his side. He tried to inhale, but only got blood.

"Forgive me, my friend..." said Spy. "But my Queen hungers. And I cannot deny her..."

Soldier looked around, desperately trying to find Spy. As he slowly lost consciousness, the slender pony vanished, a tall, almost insectile alicorn came out of Dinky's room, her legs seemingly rotted and full of holes.

"Don't worry, little food," Queen Chrysalis said. "I won't let you die. Although you'll probably want to by the time I'm done."

_**TO BE CONTINUED...**_


	18. They Call Her Love Part 2

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 18: They Call Her Love Part 2**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one day after the events of Chapter 18. Note about my tumblr: If something happens there that looks like a scene instead of a question answered, then unless I say otherwise it's canon to the story. _

_ ...I apologize in advance for a certain part of the story. You'll know which part I'm apologizing for._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Carousel Boutique..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rarity yawned, stretching as she slowly came awake. She looked at her clock and frowned. "Hm... Sun's up late today..." She yawned again, and pulled herself out of bed. Heading to the bathroom, she thought over her conversation with Spy.

"Well... maybe," she said. Applejack was a roughneck and decidedly uncouth, but Rarity was legitimately happy with her when they were dating. "Something to consider later."

After bathing and combing her mane and tail into its trademark elegant curls, she went to the room set up for Spy, and found him missing. She giggled. "My my, dear Spy. It seems that you and Zecora decided to make an evening of it." She tut-tutted and shook her head, smiling. "Ah, to be in love."

She went back to her room, gave herself a light dusting of make-up (in all things, fabulousness), and headed out, deciding to get breakfast in town before getting to work. She smiled at everypony, stopping to make casual conversation with Lyra and Bon Bon when she met them in the square.

"...Girls?" Rarity asked after a few minutes. "What was it like when you two first fell in love?"

"You mean aside from finding out the reason Bon Bon's candy is so sweet is that she's so sweet herself?" Lyra answered, nuzzling Bon Bon and making her blush. "Honestly? It was the fact that I felt I could always trust her. Like just being near her fills me with the greatest, most pleasant warmth imaginable. Like I have someone who knows me so well, she could even tell when a Changeling was impersonating me."

Rarity blinked. "Wait, what?"

Bon Bon smirked. "I was at the wedding too, although just as a guest. I could tell that the Lyra that was there wasn't the real thing."

Rarity frowned. "How...? Chrysalis had everypony fooled, even Princess Celestia."

"The fake Lyra didn't taste right," Bon Bon said, her smirk widening. Lyra blushed.

"Didn't 'taste right?' What do you... OH!" Rarity said, realizing what Bon Bon meant and giggling. "Well now!"

Lyra nodded, grinning. "Anyway, what's this all about?" she asked. "You think you may have found yourself a special somepony?"

"Ooh, fresh gossip!" Bon Bon teased.

Rarity blushed. "Well... I'm reconsidering past options, let's say..."

"And you came to us specifically with this..." Bon Bon said thoughtfully. "This 'past option...' is it a mare?"

Rarity nodded, blushing. "Recent events have had me wondering if I 'swing to both sides' as it were."

Bon Bon giggled. "Well," the candymaker said, "If you ever need tips on positions or creative use of caramel, I'm more than happy to share."

As Bon Bon finished her sentence, a pony named Caramel trotted right by them.

"Creative uses of Caramel, eh?" Rarity teased.

Bon Bon facehoofed. "And I just walked right into that one..."

"Trotted, rather," Rarity said, giggling.

Lyra laughed. "In all seriousness, though," she said. "If you ever do need advice on anything, we're more than happy to help."

"Thank you, dears," Rarity said, smiling.

"And if you could get one of the mercenaries to talk to me about their world, that'd be great too," Lyra added.

Bon Bon groaned, her head drooping to the table they were sitting at. Rarity shook her head and chuckled, bidding them farewell and going about her business.

As she stepped away, she felt a light buzzing along her Cutie Mark. She yelped, and looked around, spotting Doctor Hooves standing about ten feet away, fiddling with what looked like a very fancy penlight.

"Sorry! Sorry," he said. "I'm still adjusting the settings on this bloody thing. FINALLY managed to cobble together enough pieces to make one, and about the only good use for it right now is... well..." He blushed. "You felt that little tingle I accidentally gave you.

Rarity huffed, blushing, and came over to him, curious. "What is that thing, anyway?" she asked.

"Sonic screwdriver," he said proudly. "Completed version. MUCH better than the cobbled together one I used during the debacle with Nightmares Dubstep and Harmonic." He shook his head. "Nightmare Dubstep. At least my Nightmare name sounded intimidating." He blinked, and rolled his eyes, realizing what he was saying. "WOW I've been out of action too long. I'm actually feeling competitive with someone over names of our corrupted forms."

"A sonic... screwdriver..." Rarity said doubtfully.

"Oh, it's quite the useful tool. It can perform medical scans, act as an anesthetic, unlock doors..." Doctor Hooves bragged.

"Act as a marital aid," Minuette teased as she passed by on her way to work, gently kissing the Doctor on the cheek. Rarity giggled when Doctor Hooves blushed.

"Anyway..." the Doctor said, coughing. "It's quite useful. I'm going to show Engineer how to make one later."

"I'm sure Dell will like it," Rarity said, nodding.

"Oh, I'm certain he will. It's rare that I get to talk to someone on my own intellectual leve... Dell?" the Doctor said, smirking. "You're on a real name basis with him?"

"Well, when you've shared your body and mind with someone and I'm just now realizing how this sounds..." Rarity trailed off as the Doctor began giggling.

"Don't worry, I know what you meant. I can just be a bit of a tease at times," he said. "At any rate, I'm hoping that now that I have one of my old tools repaired that I'll be a bit more effective than I have been. Bad enough that this thing knows of me when I've gone out of my way to erase myself from every record in existence. Erased myself from the Dalek collective memory twice back in my own universe! Well, the first time wasn't my doing but the second time I had figured out how to do it on my own! Better that they don't know about me so that they don't keep upgrading to fight me, but I just can't help but intervene when I see them trying to exterminate an innocent species. Damned evil pepper pots..."

Rarity frowned. "Will we have to face these Dalek things?" she asked.

Doctor Hooves looked thoughtful for a moment and shook his head. "I shouldn't think so, no. They tried once, following me to this reality and launching an invasion. Celestia took offense, reacted appropriately, and now they're scared to death of her, having fled this reality forever," he said. "Those things are the only ones I'd ever approve using those sort of tactics on... Bastards..." He scowled angrily, and sighed. "Anyway, the rest of all my little problems that aren't dead or redeemed are safely locked away in Tartarus, so we shouldn't have to worry about them."

"I certainly hope so," Rarity said. "Derpy's been sharing some of your adventures with us... the things you've seen..."

"And that's just in this life," the Doctor said, smiling sadly. "Where is Derpy, anyway?"

"Right up here, Doctor!" Derpy said, gliding in for a landing.

"Excellent form, dear!" Rarity said, grinning.

"Thanks," the walleyed pegasus said. "I guess I'm just really on my game today!" She gave the Doctor a package, and Rarity some letters.

"Would you like to stop for a muffin, dear?" the Doctor said, holding up an English muffin and smirking.

"Mmm, definitely," she said. To the Doctor's surprise, she eagerly ate the offed English muffin. "Delicious. Was that honey butter?"

"Yes, yes it was," the Doctor said, confused.

"Delicious!" Derpy said, licking her lips. "Well, gotta go!" She bid them both farewell, taking off again to continue on her mail route.

Rarity smiled. "Charming girl," she said. "Always so sweet. It's not a surprise she was the Element of Love."

The Doctor frowned. "Odd... she usually detests English muffins. Always calls them 'fake muffins...'" He shook his head. "Well, maybe she just decided to try one today."

Rarity blinked, and frowned. A trace of Engineer's mind was still in hers. And for some reason the word "SPY!" suddenly flashed in her head. She shook her head, frowning and trotting off into town.

She went to breakfast, ordering pancakes and hay bacon, wanting the extra energy for work today. She calmly ate, trying to forget her nagging doubts after the encounter.

As she ate, she noticed Zecora looking around curiously, a worried look on her face. Rarity smiled at her. "Zecora dear! Come join me for breakfast!"

Zecora jumped, as if startled, and smiled at Rarity. "Forgive me for seeming to be in an uneasy way, but I haven't seen Spy all night or day," she said.

Rarity blinked, confused. "Odd... Last night he said he wanted to get some air..."

"Pfah!" said Soldier, startling them both. "Knowing the spook, he's probably just lurking around here, waiting to peek under your tails."

Both Rarity and Zecora unconsciously blushed and held their tails lower. They smiled at Soldier, who had Dinky riding on his back.

Soldier shook his head, chuckling. "I wouldn't worry about it. He'll show up when he's ready," he said. He glanced at the clock, and cringed. "Gah, I'm running late. Ladies, I'll see you at lunch, all right?"

"Bye bye, Miss Rarity, Miss Zecora!" Dinky said, grinning widely as Soldier trotted off with her.

"Charming child, that Dinky one," Zecora said. "I hope her day is filled with fun." Her tone was light, but her expression was still moderately uneasy. She was clearly still worried about Spy. "Forgive my abrupt departure, but I need to find Spy, so I can be sure..."

Zecora trailed off, shaking her head and sighing as she wandered off. Rarity frowned, shaking her head. Where was Spy, anyway? She knew he liked to be secretive, but this was verging on absurd.

Something was nagging at her about the way Soldier was behaving as well. She finished her meal, paid for it, and went to leave, only to spot Pyro staring at the direction Soldier left in, an intense look on her face.

"Pyro, darling, what's wrong?" Rarity asked.

"Too nice," Pyro said softly. "He was too nice."

Rarity frowned. "...Who, Soldier?"

Pyro nodded. "Plus, he never comments on Spy being a pervert when he can't be found. Spy's a gentleman. He loves the ladies but he'd never peek, even Soldier knows that. He always calls Spy a coward when he's doing his invisibility schtick and yells at him to appear."

Rarity looked uneasy at that, staring in the direction of the school. The word 'Spy!' flashed in her head again.

Pyro shook her head. "I need to talk to Engineer..." she said, wandering off.

Rarity nodded. "I think that might be best. And I should talk to Twilight..." the white unicorn, mainly to herself. She was actually ahead of schedule on her dresses, so she could take the time to go tell Twilight of her concerns.

When she got there, the Doctor was there as well, showing off his sonic screwdriver to her and Medic, who apparently had the day off.

"A fascinating device," Twilight said softly, examining it, slowly turning it over in midair with her magic.

The Doctor nodded. "And the parts were easy enough to acquire, once I actively started searching for them," he said. "I can easily make one for you, Engineer, and Medic in a week."

Medic quirked an eyebrow, gently brushing Archimedes Junior's features with a small, soft brush, the dove cooing happily. "Thank you, but nein," Medic said. "Now, if you vere to invent a sonic SCALPEL..."

The Doctor cringed. "Forgive me, but the thought of you with an edged weapon terrifies me for some reason," he said.

"It's nice to meet people zat understand you immediately," Medic said, smiling warmly.

Twilight and the Doctor both grimaced. "Fun roommate you have," the Doctor said to Twilight.

"I try not to think too hard about most of what he says," Twilight admitted. She turned, noticing Rarity for the first time. "Oh, hello Rarity! What can I do for you today?"

Rarity frowned. "Have you seen Spy at all today? Zecora and I have both been looking for him," she asked.

Twilight shook her head. "No... No, I don't think so," she said.

Medic snorted. "He probably found somezing interesting to stalk and is following it around until he learns all about it," he said.

"Well..." Rarity said. "There's more. Soldier was acting slightly out of character. According to Pyro, he made the wrong comment about Spy's absence. Plus Derpy apparently ate something she normally detests earlier. Doctor, you were there when that happened."

The Doctor frowned. "Yes... Yes I was..." he said, stroking his chin with his hoof.

Medic looked suddenly uneasy. Old battlefield instincts were flaring. "Both Derpy and Soldier vere acting off you say? Enough to ze point zat Pyro noticed it?"

Rarity nodded. "Apparently," she said.

"Odd.." Medic said, worried.

"And Spy's missing too?" Twilight asked, frowning when Rarity nodded. The three geniuses all had thoughtful looks on their faces.

Which they were all promptly startled out of when Sparkler came up behind them, smiling.

"Hello!" she said.

"GAH!" the four of them said, jumping back with a start.

Sparkler giggled. "Sorry about that, didn't mean to sneak up on you."

"It's quite all right," Twilight said. "What's up?"

"I was wondering if I could bring some of the foals from the Big Brothers/Big Sisters program over to the library later today?" she asked.

Twilight nodded. "The fall reading program, right?" she asked. Sparkler nodded, and Twilight grinned. "No problem. Everything will be set up soon."

Sparkler grinned. "Okay. Thanks Twilight," she said. "Good seeing you, Doctor!" She calmly trotted off.

The Doctor frowned once she was out of earshot. "Okay, now I am certain something is wrong," he said.

"Vhat do you mean?" Medic asked.

"Due to... a... rather regrettable incident involving her mother that was my fault entirely," the Doctor said hesitantly, looking visibly ashamed, "Sparkler despises me. She hates me intensely. Just now, she barely reacted to me, seemed pleased to see me."

Rarity gasped softly, the implications sinking in. "Changelings?"

Twilight nodded. "It has to be," she said. "Derpy, Soldier, Sparkler... and probably Dinky as well. Spy going missing probably means that Chrysalis has made her move and taken control of him."

"He vas complaining of headaches yesterday," Medic muttered. "Nevertheless, I must gazzer ze ozzers und take ze fight to Chrysalis."

"We'll get to her," Twilight said. "I have a plan, I just need to..."

"Fraulein, you do not understand," Medic said in a cold, steady tone that nevertheless conveyed a frightening amount of anger. "Two of mein teammates, mein FREUNDS, has been taken. Bad enough if just vun, but Chrysalis has shown that she obviously vants to die in ze most horrible manner I can think of. And believe me, I am VERY creative."

"What are you saying?" Twilight said, standing in Medic's way.

"I am saying, Tvilight Sparkle, zat BLU is going to var, und throwing ze Geneva Convention out of ze window," Medic said in that same cold, furious tone. "No vun may harm our comrades vhile anozzer of us still draws breath. Not vithout facing ze wrath of God from ze rest of us. Und nothing vill stop us from doing so. So it's your choice, fraulein. Ve either go around you, or go through you. And I do not speak metaphorically."

Twilight looked into Medic's eyes and, to her dismay, saw that he was not speaking facetiously. "Do you even know where the changeling hive is?" she said, not breaking his gaze.

Medic hesitated, and sighed, clearly irritated, but willing to hear her out.

Twilight shook her head. "I have a plan to deal with Chrysalis, but I need time to set it up. For now, inform the others and tell them to meet us in the library after closing time."

"But what about the changelings in town?" Rarity insisted.

"Avoid them if you can, but don't be blatant about it," Twilight said. "Act like nothing's wrong, and tell them that we need to speak with them all later this evening."

"Anything I can do to help?" the Doctor said. "That doesn't involve violence, hopefully..."

Twilight smiled. "You were actually part of my plan from the get go, Doctor," she said. "I just need to talk to my brother and the other captains, and it will be all set."

"Vhat do ve do until zhen?" Medic insisted. "Every minute ve delay is a anozzer minute our comrades are in danger!"

"We'll be ready to move by tonight," Twilight said. "For now, just inform the others and act normally. I'll take care of this."

Medic snarled.

"Trust me," Twilight said, gently taking Medic's face in her hoof. "Please..."

Medic frowned, visibly uneasy... and nodded. "I am trusting you, Fraulein. Know zat zere vill be consequences should zat trust be betrayed." Medic said, storming away.

Rarity shivered. "How can you stand living with him?" she said. "I couldn't tolerate his... savagery..."

Twilight sighed. "It's... frustrating at times. I don't feel entirely comfortable leaving him alone with Spike..." she said. "But I know he's a good stallion."

"Even in the darkest of souls, there is a light," the Doctor said softly, remembering a Sontaran who had given his life for the child of one of his past companions.

Twilight nodded. "Let's get ready," she said, heading back in tell Spike what was going on.

Rarity sighed and bid the Doctor farewell, heading off to look for the others. As she left, she began to wonder, _At what point did I go from being a fashion designer to a soldier?_

The Doctor went to the dentist's office to inform Minuette of the situation. _I should probably have her contact Jack over in Cloudsdale... We may not need the extra help yet, but better to keep something in reserve should the worst happen..._ He then immediately dismissed the thought of the worst happening. They'd get Soldier, Spy, Derpy, and her daughters back.

They had to.

He couldn't fail the girls again.

Medic, meanwhile, grumbled angrily, heading back to the hospital to check on some patients. Ponies got out of the snarling unicorn's way as he passed, parting like water as Medic walked through them.

"...Wait, so after the academy, you were accepted into the Wonderbolts?" said Sniper from above him, starting Medic out of his grumpy state.

Rainbow Dash nodded. "Well, sort of. I was accepted into the reserve team, so it's not an official full time membership. I train with them and if someone can't make it to a show, I take their place. But it's my dream to make it to the main team, and fly with the best in Equestria! And I'm almost there, too!"

Sniper chuckled. "A fine dream, Dasher. And what about this Lightning Dust sheila you mentioned?"

Rainbow Dash smiled. "Ahh, she turned out okay. Turns out getting stripped of leadership in the Academy class was just the shock she needed to straighten out. She stopped taking stupid risks after that and actually started helping her teammates." A thoughtful look crossed Rainbow Dash's face. "You know, I think that was my own problem at first. I kept trying to be impressive SOLO. The Wonderbolts are team fliers."

Sniper nodded. "Always a good thing to recognize your own faults. That way you can work through them."

"Speaking of faults," Medic said, catching their attention, "ve have a problem." He quickly explained the situation.

Sniper cursed angrily. "Bloody bogun... I'll pop one right in Chrysalis's bloody eye if she's hurt either of me mates..."

Rainbow Dash looked in Medic's general direction. "Do you think they'll be all right?"

Medic shook his head. "I don't know. Frau Tvilight just said she had a plan and to meet after ze library closes."

"We'll be there," Sniper said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later..._

_Across town..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight Sparkle entered the hotel where Barricade, Harbinger, Princess Cadence, and her brother were staying. The security guard at the door was a Canterlot native and had been rescued by her during the Changeling mess, so he was more than willing to let her in.

She went up to the room she knew her brother and Cadence were staying in, and knocked on the door.

A few minutes later, there was a worried sounding, "Can you come back later? We're having a bit of a problem here."

"Shiny? It's me, Twilight," the lavender unicorn said. "Can I talk to you and the other captains a second? It's important."

"Twily?" said Shining Armor, audibly startled. There was some hesitant conversation, Shining Armor briefly going back in the room to talk to Cadence before coming back and letting her in. "Sorry. We're having our own problems right now..."

Twilight entered the room, and gasped, seeing a rather weary Cadence laying there, smiling weakly at her. Both of her eyes had turned a corrupted green, and the fur around her eyes had gone from pink to bloody red.

"Oh no!" Twilight said, rushing to her side. "What happened?" She began examining Cadence, trying to determine what might have caused this.

Cadence shook her head, sighing. "I don't know. There was a potent magical flareup last night, and whatever it was, it aggravated my condition." She gestured absently to the books around her. "We've been trying to find a way to cure the corruption, or at least keep it from spreading further."

_Well, that explains why I felt those sudden rushes of wind this morning, _Twilight thought absently. _Harbinger was getting research material. _Twilight hugged her. "Please be okay," she said softly.

"I will," Cadence said, chuckling gently. "I'm a tough old alicorn."

"'Old being a relative term,'" Shining Armor said, smirking. "To me, she'll always be young and gorgeous."

Twilight groaned softly. Cadence giggled. "You're brother's quite the flirt, isn't he?"

"Your husband needs to learn better timing," Twilight muttered.

Shining Armor smirked. "So what did you want to talk about, Twily?"

"It's Queen Chrysalis," Twilight said. Cadence went wide-eyed and Shining Armor scowled in anger. Twilight nodded. "She's kidnapped Soldier, Derpy Hooves, and her daughters."

"The Elements of Love," Shining Armor muttered. "Of course she'd go after them..."

"We also think he may have taken control of Spy via his half-Changeling heritage. He's been missing since last night," Twilight added.

"Her again," Cadence growled. "Well, if nothing else, it'll give me an excuse to get some more payback for brainwashing Shining Armor..."

"I have an overall plan," she said. "Get the Captains and have them meet us, the BLUs, and the Doctor at the library after closing." She then detailed what she wanted them to do in their part of the plan.

"All right, Twilight," Cadence said. "We'll trust you on this."

Shining Armor, for his part, looked doubtful. "The Doctor is involved?" he said.

Cadence and Twilight both gave him worried looks. "Yes..." Twilight said hesitantly.

Shining Armor frowned. "...Did he tell you how he came to this reality?"

Twilight frowned. "I only know what I've heard from Spy... Honestly, I didn't even know of his adventures until he became involved with us," she said. "Spy told me he said that a wave of darkness brought him here."

Shining Armor stroked his chin. "...Well," he said. "Nevermind. He has done a lot for Equestria, all while refusing reward or even acknowledgment of any kind. I guess he'll be useful on this."

"But you think there's something else..." Cadence said, knowing Shining Armor all too well.

"Shiny, please tell us. If there's a danger, I have to know. I don't want any of my friends or family to get hurt," Twilight said.

Shining Armor hesitated for a moment, and briefly explained what he witnessed of the Doctor's arrival in Equestria.

"...And that's why Barricade, Harbinger, and I don't fully trust the Doctor," Shining Armor finished.

Twilight shivered. "Reminds me way too much of how Masky Pegasus got me earlier..."

"LaurFaustia save us..." Cadence said softly.

Shining Armor sighed. "The problem is that we may need him. Chrysalis is a tricky opponent, and more clever than she seems. Not to downplay what we did, but it was really dumb luck that we were able to manage a love blast powerful enough to send her flying like that..."

"My plan will work," Twilight said. "I've thought about this ever since the wedding and I finally have the resources for it."

Shining Armor smirked. "Well look at you," he said gently. "All grown up now and strategizing rescue missions..."

Twilight blushed, smiling. "C'mon, Shiny..."

Cadence nuzzled her affectionately. "You're cute when you blush," she said. "Go. We'll make sure the other captains are ready."

Twilight nodded, and headed out. She calmly went over the details of her plan to attack the changeling hive in her head, trying not to think about the fact that she was basically planning a military action...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later that afternoon..._

_The library..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The BLUs and the Elements all gathered inside Twilight's library, taking various comfortable positions. The Doctor and Engineer stood off to one side, fiddling with the sonic screwdriver. The BLUs kept their unease off their faces, but the Equestrian natives were having a bit more trouble. They had congregated around their Dark Elemental counterpart, trying not to look at Soldier, Derpy, Dinky, and Sparkler, who were sitting together like a family, Dinky reading a book Sparkler had picked off of the shelves for her.

"Any particular reason you called us here?" Pyro asked, reciting the lines Engineer had come up for her earlier.

"Yes, actually," Engineer said. "The Doctor wanted to get your opinions on this device of his. He's already planning to make one for Twilight and I, but we want to see if anyone else is interested in it."

Rainbow Dash frowned. "Wait, what device?"

The Doctor smiled. "A sonic screwdriver!" he said. "An old adventuring tool of mine. Lots of purposes it has. Opening locked doors, starting and powering down devices..."

"Buzzing innocent mares across the flank," Rarity teased.

The Doctor blushed, ignoring the confused look Twilight gave him and the snickers from Scout, Pinkie Pie and Rainbow Dash. He coughed, and continued. "Anyway, this is a wonderful little multipurpose tool that's been a boon to me. I lost it during one adventure a while back, but I never had the will to make a new one until recently." He pressed a button, the green light on the device glowing briefly, a buzz filling the air. Rainbow Dash winced at the sound, her ears more sensitive than the others.

"Seriously?" Spike said as he lounged up against Twilight. "A screwdriver? I mean, who takes a screwdriver and devices 'hey, let's add a sonic gizmo to it?'"

"I do," the Doctor pouted.

"It's really a fascinating device," Twilight said, smiling.

"Don't knock it, Spike," Derpy said, smiling and nodding at the Doctor. "That little contraption's saved our lives more times than I can remember."

The Doctor nodded. "Thank you, Derpy my dear. And indeed, my lovely little screwdriver is quite the useful tool. Thanks to Twilight and Engineer, I was even able to add a new setting."

"Really?" Derpy asked. "What's that?"

"A way of flushing changelings out of hiding," the Doctor said, pressing a button on his sonic screwdriver. The tip opened, the green light flaring.

And almost immediately Soldier, Derpy, Sparkler, and Dinky began to writhe in pain. Before the shocked eyes of the gathered ponies, all four of them began to change, their features becoming more insectile as they reverted to their true forms.

The Soldier-Changeling, the physically largest of the four, snarled. "How did you know?"

Pyro grinned savagely. "You got details wrong. No infiltrator escapes from my eyes," she said, a fiery aura forming around her. "Or my flames..."

The four changelings looked around, the BLUs already up and stalking towards them.

"Yuir gonna pay for kidnapping me best mate, laddie," Demoman snarled.

"Cough up the spook, Soldier, Derpy and her family and MAYBE we won't give you to Medic," Engineer growled.

"Und yes," Medic said, giggling madly, "zat is a very bad thing."

The Derpy-Changeling smiled cruelly. "You'll never find them," she hissed. "They are food for our queen. As she feeds, we all grow stronger. And we are already mighty from her feedings."

The Dinky-Changeling let out a powerful sonic shriek, one that deafened the BLUs and the Elements, leaving them staggering. They bolted out the door, only to run head on into Barricade, the massive pegasus forming a very effective wall.

"Good evening!" she chirped. "We're holding a survey on behalf of Canterlot Gardens resort! Do you like your beatings performed with the forehooves or the backhooves?"

"Backhooves," the Sparkler-Changeling said. The other three stared at her incredulously. She blinked. "Wasn't I supposed to answer?"

"Idiot..." the Dinky-Changeling muttered.

"Backhooves it is, then," Barricade said, turning around, her movement like the shifting of the earth in an earthquake. She lashed out with a powerful back hoof, sending the Soldier-Changeling flying back into the house and knocking him out in one hit.

The Derpy-Changeling tried to flee, but was immediately caught in an indigo tornado, pummeled mercilessly by Harbinger until she fell unconscious. "Pathetic," Harbinger muttered, dusting off his coat.

The Dinky-Changeling tried to use her sonic shriek again, but found herself encased in an unbreakable magical bubble from Shining Armor. She tried to shatter it, but Shining Armor's mental grip held, the captain simply shifting the inside of the shell's surface so that the sound just reverberated back onto the changeling, pummeling her with her own soundwaves until she fell unconscious.

"Not bad," Heavy rumbled as he came out to observe the beatdown.

The Sparkler-Changeling hesitated, looking back and forth warily between the three captains. She backed away, only to find herself bumping into Princess Cadence.

"You! I remember you," the Sparkler-Changeling said. "My queen impersonated you."

"That she did," Cadence said, her horn glowing as her love magic washed over the changeling's body. The changeling found herself confused, feeling love rather than feeding on it for the first time in her life. She blushed as Cadence calmly took one of the changeling's rotted, hole-filled hooves in her own.

"Your queen did me a great favor that day," Cadence said, her voice echoing softly as she worked her enchantment on the weak-willed changeling. "She taught me to appreciate my Shining Armor even more."

"The Queen is always helping people, my lady," the Sparkler-Changeling said, blushing and smiling. This feeling... it was so wonderful...

"I'd like to know where she is," Cadence said, smiling warmly. "I want to give her a kindness in return."

"You want to know where the hive is..." the Sparkler-Changeling said dreamily.

"That would be very nice," Cadence said. "If you want this good feeling to continue, I can..."

Before Cadence could finish, the Soldier-Changeling charged forward, having recovered from Barricade's kick, and broke the Sparkler-Changeling's neck, killing her instantly. Demoman and Pyro immediately tackled it to the ground, the Soldier-Changeling cackling.

"Go ahead and try your enchantress tricks on me!" the Soldier-Changeling roared. "You'll never get me to talk!"

Demoman looked into the eyes of the Soldier-Changeling, and frowned. "He's right. If nothing else, he's got Solly's willpower," the demolitionist said, scowling at the creature.

"Pfah!" Medic said. "Like hell he does. Ve are vasting time. Give him to me, I vill get him to talk."

The other BLUs froze, looking visibly uneasy The Equestrian natives and the Doctor all took immediate note of this, casting worried glances towards Medic, who had an almost manic grin on his face .

"...JUST talk," Sniper insisted.

Medic rolled his eyes. "Yes, yes, just talk. I do not have ze time to have proper fun vith ze creature," he said.

The Soldier-Changeling sneered. "You're a doctor. A healer. What can you do to me?"

"Famous last words," Pyro muttered.

The Captains traded uneasy looks, before Harbinger nodded. "Very well..."

After securing the changelings, using magic blocking clamps Shining Armor had with him to keep them from transforming, they locked them in the room Medic was using as a bedroom. Medic smirked, and nodded to everyone, heading inside and locking the door behind them.

Scout shivered. "Ten bits says they give up once he gets to the melon baller."

Fluttershy blinked. "Melon baller?"

Sniper shook his head. "They'll never make it past the bonesaw..."

Rarity frowned. "Wait, what are you talking about?"

Engineer sighed. ".Medic's interrogations, when he's limited like this, tend to consist of him asking the questions he wants answers for... and then going into intricate detail of what he can do to a body with certain instruments. He always starts with his favorites, usually in the order I'm about to say, the scalpel and bonesaw, and then goes into syringes, his favorite chemicals, a melon baller, an ice cream scoop, a hot water bottle, a tazer, three bananas, a canister of chili powder, a walnut cracker, a power drill... No one's lasted past the power drill so far."

Fluttershy whimpered, hiding behind her mother, who had a mildly squeamish look on her face. The Doctor just looked disapproving.

"...And now I'm starting to imagine what he might be talking about," Applejack muttered. "Great. So much for sleeping tonight..."

"Sorry," Engineer said, wincing.

Medic came out fifteen minutes later, looking annoyed. The others peered into the room, seeing the Soldier-Changeling shivering in fright and curled into a fetal position. "Coward," Medic muttered. "Didn't even get zrough HALF of what I could do to him vith a bonesaw."

Sniper just smirked at Scout, who snorted irritably.

"Did you get the answers we needed?" Barricade asked.

"Ja, ze wimp gave up ze location," Medic said. "He also claimed zat Soldier, Derpy, und her family vould be all right for now, as zey would just be cocooned for feeding."

"We need to be careful," Shining Armor said. "After feeding on my love for Cadence, Chrysalis was strong enough to defeat Celestia. Granted, she was holding back at the time, but even half-powered Celestia is still powerful."

Heavy blinked. "Wait, sun princess was holding back? Why?"

"She commands the sun, big guy," Barricade said, smirking. "Imagine what would happen in a crowded room full of people if she REALLY cut loose."

Heavy did, and he whistled, visibly impressed at the mental image.

Harbinger frowned. "Enough chatter," he said. "Let's get moving. We have innocents to save."

The Doctor nodded. "I've already got a friend of mine, Minuette, coming over to guard them until the guard get here to take them away," he said.

"We'll move out once she's here," Twilight said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later..._

_Just outside the Changeling Hive..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Mercenaries, Elements of Harmony, a time-traveler, and three powerful royal guardsponies gathered just on the outskirts of the cavern that led to the hive where Soldier, Derpy, and her children were being held prisoner. Just outside the cave, two changelings, larger than any they had encountered before, sat just outside, hissing softly as they scanned the area.

Twilight nodded. "All right," she said. "Here's the plan. First, we need a distraction. Pyro, that's your job."

Pyro blinked. "Me? Why me?"

"I've thought about this very carefully. They'd know Pinkie through Chrysalis, and if I sent her, they'd call a warning," Twilight said. "I just need you to draw their attention long enough for Zecora to knock them out with a sleeping spell."

Pyro blinked, and shrugged. "Okay," she said, happily trotting out of the brush and into full view of the hulking changelings.

"YOU!" one of the changeling guards bellowed. "Little food! What are you doing here!?"

"Distracting you," Pyro said, setting both guards on fire. Both changelings hissed and roared in agony, flying off to find a river to put themselves out in.

Everyone just stared, save for the BLUs, who were trying to stifle their giggles.

Zecora coughed. "A good plan it was, for you to bring, but you really should have seen this coming," she intoned.

"I am a good distraction!" Pyro cheered, wagging her tail puppyishly.

Twilight sighed. "Well, that saves a step at least," she muttered. "Trixie, cast an illusion to make us appear to be changelings."

Trixie nodded. "Do want us to keep some features or look like the drones?" she asked.

"Let's go for the droness," Twilight said, "so as not to be conspicuous."

"We already know we don't have to worry about size discrepancies," Barricade jokes as she watched the smoke trail the two burning guards left.

Trixie's horn flared, and a light engulfed them all. Once it faded, everypony there suddenly found themselves with the appearance of a changeling.

"This is so weird," Applejack said, looking herself over, specifically at the holes in her legs. "Ah know the holes aren't there, but ah can still feel the wind blowin' through them."

"My illusions are PERFECT," Trixie said, smirking. "Trixie does not make mistakes when she is doing a show."

"Brag after we win," Twilight said. "We still have ponies to rescue, and a Queen to smack the crown off of."

Medic was surprised at the vehemence in her voice. "Are you all right, Fraulein?"

"Chrysalis hurt my brother, and she kidnapped my friends," Twilight said, scowling. "I won't deny that I'm getting some personal satisfaction out of this."

"Keep it professional, sheila," Sniper said. "I want to make Chryssy hurt for nabbing Solly and the spook, but the rescue has to be the priority."

"We get inside and we split up," Twilight said. "Rainbow Dash, stay with Sniper. Find the main chamber with Chrysalis in it and take positions at key points and be ready to destroy them to cut her off from help. I've already got a teleport spell to get us out of there once everypony is safe. Rely on Engineer and Demoman to tell you where. Blend in and make sure no one notices you. Doctor? You go directly to Chrysalis and keep her attention until we seal her off from her changeling horde. Trixie will drop the illusion around you when you get close enough. Priority one is getting Soldier, Derpy, and the kids out of the feeding cocoons and freeing Spy from her control. Rarity, Fluttershy, you think you can handle that?"

"Of course, Twilight," Fluttershy said. She was scared beyond belief, visibly shaking, but she wasn't about to let her friends down.

"You can rely on me," Rarity said, nodding.

Twilight nodded. "All right," she said. "We'll also have to find a way to get Spy down so I can cast a memory spell on him. It should break the mind control, but if it doesn't, I have a few other ideas."

"Save your magic for Chrysalis, Twilight," Sniper said. "I have an idea on how to shock Spy out of her control."

Twilight stared at him. "You sure?"

Sniper nodded. "This is guaranteed to work," he said. "I just need to find something in there."

Twilight frowned. "All right, I'll take your word for it. As for the rest of it, once Chrysalis is sealed off, those of us who have fusions will fuse and we'll all beat the living daylights out of her from all sides. Let HER be the one to feel overwhelmed for once!"

"Ruthless. Efficient. Brutal," Barricade said. "I like it."

"Let's hurry," Harbinger said. "I think I hear the guards coming back."

The ersatz group of rescuers ran inside the cave just as the guards, dripping wet and badly burned, came back and began looking around angrily. They didn't see any intruders, and didn't have the intelligence to think about warning the changelings inside of what they saw, so they went back to their duties.

They went inside, each splitting off into groups of two as they made their way through the catacombs.

Rainbow Dash nervously held onto Sniper's tail with her mouth, the smell of the hive, like rotting, moldy wood, filling her nostrils. "What are we looking for?" she said, the audio part of the illusion making her voice come out as a changeling's hissing rasp.

Sniper was silently grateful she couldn't see him blushing. "I just need to find the kitchens," Sniper said. "Or something like a kitchen. A storage cupboard would do just as well."

Rainbow Dash frowned. "...A kitchen? Seriously?"

"People are bound to watch for these bloody things," Sniper said as he maneuvered his way through the tunnels, staying away from crowds to avoid letting the real changelings know he was leading a blind mare through. "That means they won't always get a chance to feed on someone. Means they gotta have another source of food around here... ah..." He sniffed the air, catching a whiff of something that didn't smell like rot or changeling. He turned down a tunnel and followed it, Rainbow Dash running along behind him.

He grinned when he found what he wanted. "Perfect," he said. "This'll shock Spy right out of Chryssy's mind control."

"What are you doing?" Rainbow Dash asked, confused.

Sniper blushed a little, and explained.

Rainbow Dash's jaw dropped. "You've GOT to be kidding me."

Elsewhere in the caverns, Applejack and Demoman were making their way towards the center.

"So far so good," Applejack said softly, rubbing her head. "Ah cain't believe nopony's noticed me wearin' mah stetson..."

"So long as we dinnae give them a reason to look at us, lassie," Demoman said, "Then I dinnae think we have to worry about it."

"Yeah, well, ah just hope we don't run into anythang," she muttered. "We've got to be the two worst actors on our teams."

Demoman paused, and removed something from the saddlebags he wore in. He set it up near a massive pillar, disguising it with some of the nearby rocks.

"What's that, Tavish?" she asked.

Demoman grinned ferally. "A little party favor for Chrysalis, te make sure she has something else te think about other than following us once we get out of here."

"Do I want to know?" Applejack asked, already knowing the answer.

"Probably not," Demoman admitted.

"Hnh," Applejack muttered. "Let's move on, then."

Elsewhere, Heavy and Fluttershy were moving in a tunnel opposite Engineer and Rarity. Halfway through one tunnel, Fluttershy fell to her knees, shivering and whimpering.

"I can't..." she said. "I can't do this..."

"Tiny flutter pony, what is wrong?" Heavy rumbled, coming up to her.

She shook her head fiercely. "I... I'm not my mother! Defending myself is one thing, but we're directly attacking! The changelings, they beat us before! And then when they kidnapped the Crusaders, they gave them back without a fight! I... This is too much... I won't be any good here!" Fluttershy cried.

Heavy just smiled. He lifted her chin up with a hoof, and said, "Little flutter pony. You are stronger than you know. You have heart of dragon inside you, and it will come out when it counts."

Fluttershy shook her head. "You've said that before... But I don't think it's true... Sometimes I can't even stand up to Angel Bunny..."

Heavy grinned. "Because you are kind," he said. "Sometimes too kind, but that is just my opinion. It takes more strength than you know to be so kind all of the time."

Fluttershy blinked. "Strength... to be kind?" she said softly, having never considered that before.

Heavy nodded, gently stroking her mane. "You are strong, Fluttershy. Your mother's strength is in you, as is your father's gentleness. I know this to be true. Now come, and we will crush tiny baby changelings and rescue our friends."

Fluttershy smiled warmly, consoled by Heavy's words. Shivering, she pushed herself upright and resolved to continue. She was still scared out of her mind... but for some reason, she felt she could work through it now.

"C'mon," Engineer said, waving to them from just ahead. "Ah found the main chamber, but there's somethin' weird..."

Heavy and Fluttershy went up to join Engineer and Rarity, peering with them into the throne room of Queen Chrysalis. Behind her, encased tightly in glowing green cocoons and curled up in fetal positions, were Soldier, Derpy, Sparkler, and Dinky.

And sitting next to her, resting with its head on its hooves and looking amused despite the fact that it had no face, was a tall, slender pony with a white coat clad in a black suit-coat. Its cutie mark was a disturbing-looking circle with a scratchy 'X' through it.

Queen Chrysalis seemed visibly tense around the creature. "While I am grateful you decided to assist me, what I want to know is why? Why aid me in kidnapping the Elements of Love and their relations?"

The slender pony said nothing, calmly resting its head on its hooves.

Fluttershy shivered. "What is that thing?" she whispered. "It feels so... WRONG..."

Engineer shook his head. "Ah dunno..." he said, scanning the room. "For now, let's just stick to Twilight's plan." He turned to Heavy and quickly pointed out vulnerable points that could be collapsed.

Queen Chrysalis, meanwhile, paid them no heed, keeping her focus on the disturbing creature in the room with her. "Damn it, Slendermane, answer me!" she snarled. "The Children of Krastos never do anything without wanting something in return!"

Slendermane said nothing, it just shifted positions, looking away from her, towards a single changeling moving towards her.

Chrysalis frowned. "Drone! You were not summoned! Return to your duties!"

"Oh, now, Chryssy," said a voice that send a wave of disgust through the Changeling Queen, "Is that any way to treat an old friend like me?"

The changeling flickered, changing into a form Chrysalis knew. She gagged. "As if I didn't have enough problems today."

"Yes, you seem to have a knack for acquiring problems, don't you Cheese-Legs?" the Doctor teased as his illusion faded.

Chrysalis scowled. "Get out of here," she said. "I have neither the time nor the patience to deal with you. I've finally found the perfect source of food and I'm too nervous to feed for more than a few seconds..."

"Oh gee, I wonder why?" the Doctor said. "Could it be the fact that you KNEW you'd be making me mad by kidnapping one of my companions? There IS a bit of history of that being a terrible idea."

Chryaslis narrowed her eyes. "Yes, I know," she said softly. "I remember what you did to the Smiledogs."

The Doctor sneered at her. "And yet you captured them anyway," he said, shaking his head. "Tsk, tsk, Cheese-legs. You never learn."

"You are in my kingdom," Chrysalis said. "Surrounded by my people."

The Doctor quickly glanced around, seeing the others moving into position at Engineer and Demoman's direction. "I've had worse odds, Chryssy. I'm really not impressed by numbers at all."

Chrysalis smirked. "Maybe not," she said. "But while I was nervous about feeding, I have fed. And I am strong enough to annihilate you with a thought."

"Oh, I have no doubt about that," the Doctor said casually. "It's the whole 'nervous to feed' part that's bothering me. Last time we met, you gave me the impression that you were something of a glutton for love."

"Would you have me starve?" Chrysalis snarled. "Would you have my people starve?"

"There's always a better way," the Doctor insisted. "I would have found something for you and your people. But still... you never were nervous about feeding before. I'm wondering if it has something to do with your friend here." The Doctor sauntered over to Slendermane, looking him over.

Slendermane regarded the Doctor coolly as he looked him over, pacing around the creature. Chrysalis did nothing to intervene, hoping that Slendermane would swat the Doctor for her.

"My my, you are a beauty," the Doctor said, smirking as he finished his circuit around Slendermane, who didn't bother getting up. "Definitely a creature of magic. But what type? I've never seen your like before." He stroked his chin thoughtfully. "What's your name, then?"

"It is called Slendermane," Chrysalis said. "It is a Child of Krastos. So be wary, for its purposes are its own."

"Aren't everypony's?" the Doctor said reasonably. He looked over Slendermane, who just stared back at him, seemingly bored. "It would help if you did something," the Doctor added, almost peevishly.

Slendermane looked away from the Doctor, positioning its head as if it were going to sleep.

The Doctor pouted. Chrysalis chuckled. "Maybe you should poke it with a stick, see if it reacts," she teased.

"I tried that once with another creature," the Doctor admitted. "Took me over an hour to get out of that monster's digestive tract. It wasn't out the mouth either. NASTY business."

"You have an uncanny knack for getting in trouble, Doctor," Chrysalis said, smirking.

"Quite so, quite so," the Doctor admitted. He glanced quickly past Chrysalis, seeing Engineer and Rarity using their horns like magical torches to cut Soldier, Derpy, Dinky, and Sparkler out of their cocoons. Chrysalis just sneered at him, unaware of what was happening.

"Well, this has been entertaining and all," Chrysalis said. "But tell me, what's to stop me from just adding you to my collection? The love you feel for your companions is strong, and will be just as sweet as my precious Elements of Love."

"Several things," the Doctor said, staring right into the Changeling Queen's eyes and grinning. "One, you've made the same mistake so many have made and hurt someone I care for. I will NOT allow that, so that puts you right in my path."

Behind Chrysalis, Soldier and the others had been freed and were rapidly recovering from their imprisonment.

"Two," the Doctor continued. "You seem to have allied yourself something you don't understand and are afraid of. That will work against you."

"The Slendermane is not my ally," Chrysalis snarled. "It just showed up and decided to help when I claimed my servant and my prey."

The Doctor smirked. "Three, I'm not the only one you've annoyed with your actions. The mercenaries one of your 'meals' and your servant are friends with are out for your blood."

"They don't even know where I am," Chrysalis scoffed. She briefly glanced behind him, seeing Spy decloaking and moving in to kill the Doctor, who hadn't noticed him yet.

"The fourth mistake you've made, and the most crucial one, is that you've done something you should never do," the Doctor said.

Chrysalis just grinned lazily. "Really? And what's that?" she said, Spy raising his knife for the backstab...

"JARATE!" cried a voice from just outside the chamber. A jar filled with a small amount of yellow liquid came out and struck Spy in the face. The jar shattered, covering his face in the foul-smelling yellow liquid.

Spy froze, an expression of revulsion locked on his face as he slowly realized what just happened. His trance broken, he reverted to his pegasus form, slowly opening his mouth and letting out a scream of pure disgust and rage, Chrysalis looking on in confusion.

_A jar of piss, _the Doctor thought in amusement. _A surprisingly effective battle tactic. _He giggled, and finished his thought. "Your fourth mistake: NEVER LET ME TALK."

"NOW!" shouted Twilight.

Explosions and powerful magical blasts rocked the chamber as the ponies attacked, collapsing the entrances into the mane throne room. Trixie retracted her illusions, revealing to a stunned Chrysalis that she was now surrounded by the Elements of Harmony, the BLU team, and the Captains of the Guard, including, to her shock, Shining Armor and Cadence.

"Remember us?" Shining Armor said, he and Cadence smirking down at her.

"Queen Chrysalis, Mistress of the Changeling Hive," Harbinger intoned. "You are hereby accused of terrorism against the throne of Equestria and with the kidnapping of an innocent family and an honored warrior. The time has come to face punishment for your actions."

"Well well well," Chrysalis snarled. "All the rats come out of hiding, eh?" She snickered. "No matter. It will make it all the easier for us..." She looked over to Slendermane, still in his curled up position, now with a word bubble-shaped sign embedded in the ground near him that said 'Zzz.' Chrysalis grimaced. "...for_ I_ to squash you like bugs."

"Guess again, maggot!" Soldier snarled, coughing a little. Chrysalis whirled and hissed at him as he shook some of the cocoon gel off of his body.

"You sure you're up for this?" Engineer asked him.

"This bitch kidnapped us," he snarled. "I'm not leaving without putting a few more holes in her."

"And _I_ refuse to leave without retribution either," Spy said. "I have been possessed, attacked my teammate, and now I am COVERED IN PISS AND BROKEN GLASS. I am taking out all of it on you!"

Twilight grinned wickedly. "Time to pay for your crimes, Chrysalis!"

"I will not be bested by mere mortals! I may not have fed as much, but I still have fed enough to crush you all!"

"That's only if you hear us coming," the Doctor said, tapping a button on his sonic screwdriver. A powerful supersonic frequency erupted from it. Spy cringed, covering his ears at the sound, Chrysalis staggering and screaming as it affected her more powerfully. She tried to recover once the Doctor stopped the sound, but a burst of indigo powder from Zecora covered her. She fell down again, feeling her muscles relax.

"The indigo root of Rainbow Tulip for you. This sedative relaxes you through and through," Zecora teased.

"Fuse! NOW!" Twilight shouted.

The five teams who had fusions all nodded, fully united in their purpose. Five flashes of light filled the chamber, Slendermane actually looking up in surprise at this.

And FlutterHeavy, Scoutie Pie, Solderp, AppleDemo, and EngiRarity all stood ready to fight.

Chrysalis looked over the fusions and snarled. She blasted open several passageways and let out a shriek. A swarm of changelings poured in.

"You deal with her!" Harbinger shouted. "We'll deal with the swarm!"

Twilight frowned. "What about you? You'll be over..."

About a dozen changelings found themselves engulfed in a miniature tornado as Harbinger launched himself into the attack. Another dozen were swatted out of the air with a single strike from Barricade. Several more changelings found themselves trapped in forcefields and sent pinballing around the room, while Cadence enchanted more into fighting each other for her affections, her love magic overwhelming Chrysalis's control.

Chrysalis sneezed, trying to clear the last of Zecora's powder out of her system and get to her hooves, only for FlutterHeavy, Solderp, and AppleDemo to start firing on her, Element of Harmony charged bullets, rockets, and grenades pounding her into the floor. Scoutie Pie kept darting in and out, smacking her in the horn with a metal bat whenever she tried to mount a defense. EngiRarity, for her part, began setting up her equipment, starting with a Dispenser.

Medic and the Doctor discreetly moved Dinky and Sparkler to safety, keeping them out of the field of fire as Pyro, Trixie, and Twilight joined in the artillery barrage with their magic, Spy helping Scoutie Pie keep Chrysalis from using her magic.

"Is that... mommy?" Dinky said softly, staring at Solderp as she pulled out a trumpet, playing a note on it that caused a flag to unfurl from her backpack. Everyone's weapons began to glow, Chrysalis starting to be pushed into the ground from the sheer amount of firepower, especially after EngiRarity finished setting up her Sentry.

"Da, little one," Medic said. "Your mother und Soldier are teeming up to make the bad lady pay for kidnapping you."

"This way!" Zecora called out, Sniper and Rainbow Dash standing near her. The two healers brought the two young mares over to where Zecora had pulled out several recovery potions.

Dinky grinned at Solderp. "We have the coolest Mom in the world," she giggled.

The Doctor chuckled. "That you do," he said.

Sparkler frowned. "...Thank you for helping to rescue us," she said.

The Doctor hesitated, and started, "I..."

"I thanked you," Sparkler said. "And that's it. Just... don't talk to me." She sighed and went over to stand with Sniper and Rainbow Dash. The Doctor sighed wearily.

"Vhat ze hell did you do to her to make her so angry?" Medic queried, amused by the exchange.

"I made a mistake," the Doctor said softly. "One that justifies her hatred of me. Now let's just focus on the fight."

Fight, however, was the wrong term for it. Chrysalis had been taken completely off-guard, having had no experience with firearms before. Explosions, bullets, flames, and magical blasts rocked her form all angles, Scoutie Pie and Spy knocking her horn every time she tried to bring her magic to bear, canceling it out. Plus, Zecora's damn muscle relaxant was taking its own sweet time to wear off, making it difficult for her to stand even without the barrage pinning her down.

In the end, the amount of firepower directed at the changeling queen left a small crater where her throne used to be, Chrysalis laying limply inside of it, battered and bruised, scorch marks in several places on her body. EngiRarity raised a hand, and everyone stopped firing, slowly approaching her. The Captains and Cadence, having successfully neutralized the changelings that had tried to get in to help their mistress, joined them, along with the remaining members of the ersatz group of heroes that had won this day.

Chrysalis glared up at Twilight, who was smirking down at her. "I suppose this was your plan?" the changeling queen said, sneering. "How vicious of you."

"Not vicious, just Twilicious," Twilight said, kicking some dust in Chrysalis's face. "And don't you forget it."

"Twilicious?" Rainbow Dash said, groaning. "Seriously?" Twilight just blushed, grinning.

Harbinger snorted. "You have been defeated, Queen Chrysalis. Defeated definitively," he intoned. "The choice is yours. Surrender now, and we will let you live, although your hive will be placed under guard. Or you can continue to resist, and face execution."

"Um, first thing, we really don't have to execute her," the Doctor said insistently. "She's dangerous, yes, but just trying to feed her people."

"She feeds on our people," Barricade said, fixing her Glare on the Doctor. "I will not allow that."

The Doctor yipped, the force of the Glare making him take a step back. "Yes... ah... also, does this seem too easy to anyone?"

FlutterHeavy thumbed her nose, smirking. "Ha! Tiny baby Chrysalis is no match for Elements of BLU!" she rumbled, pulling a sandwich out of a lunchbox next to her shotgun ammo pouch and eating it happily.

Scoutie Pie snickered, popping open a can of Bonk! in celebration. "'Elements of BLU.' I like that," she said. "We should get that trademarked." She toasted AppleDemo, who was already having a drink from her scrumpy bottle.

EngiRarity chuckled. "Well, ah do know some good patent lawyers in Canterlot," she said.

Solderp frowned, thinking about the battle. "The Doctor's right... this IS too easy..."

Chrysalis staggered upright, although she was still unable to stand. She glared at Slendermane, who was still sitting there casually, watching them all. "You... You help me, and then just abandon me to these... rebellious snacks!? WHY!? Why did you even bother helping me in the first place if you were just going to stand there?"

_BeCaUsE iT wAs FuNnY, _said a chilling voice.

Rainbow Dash shivered, feeling a cold chill go up her spine. Scoutie Pie suddenly collapsed, clutching her knee. A worried look crossed her face as she recognized the Pinkie Sense trigger for something scary happening...

From the shadows beside Slendermane, Masky Unicorn emerged, chuckling, the fusions all aiming their weapons at it.

"What... What do you mean?! Explain yourself minion!" Chrysalis demanded.

_tHe MaStEr FeLt LiKe CaUsInG sOmEoNe MiSeRy. YoU wErE cHoSeN oN a WhIm, _Masky Unicorn said, chuckling. _He KnEw ThAt HeLpInG yOu WoUlD lUrE tHe HeRoEs HeRe In A rAgE. tHeY pRoVeD tO bE wOnDeRfUl PaWns._ Masky Unicorn turned to them and nodded. _ThAnK yOu FoR pRoViDiNg MaStEr SuCh ExQuIsItE eNtErTaInMeNt._

"No..." Twilight said softly, a look of horror crossing her face as she understood the situation. "We... We were just being used... Chrysalis, all of us, just being used by this thing for its entertainment!"

"Damn you..." Chrysalis snarled. "This whole thing... was just a GAME to you!?"

_PrEtTy MuCh_, Masky Unicorn admitted.

Slendermane's shoulders began to bob up and down. It took everypony a moment to realize that the faceless creature was LAUGHING.

_It WaS fUn, BuT oUr MaStEr HaS oThEr ThInGs To Do, _Masky Unicorn said as Slendermane stood up. _wE lEaVe YoU wItH tHe NeWeSt InCaRnAtIoN oF OuR gReAtEsT pRoXy._

The shadows seemed to wrap themselves around the two abominations, even swift Harbinger proving too slow to stop them. Twilight just stood there, cursing herself for not realizing something was wrong the moment she saw Slendermane decide not to react.

Chrysalis shuddered. "Damn you all..." she said, slumping over in the crater and casting her unconscious changelings a helpless look.

"Wait," Shining Armor said. "What did it mean by that last thing it said?"

And then Cadence began to scream.

"CADENCE?!" Shining Armor and Twilight shouted, rushing to her size.

"STAY AWAY!" Cadence bellowed, writhing in agony as she took to the air. "The corruption... it's spreadiiiaaAGGHH!"

Her every nerve felt like it was being burned in acid. Magical lighting crackled around her as she was transformed. The corrupted area around her face was getting worse, her horn taking on a blood red appearance and going into an unnatural, demonic curve. Her lovely pink fur became a bloody red, spreading down her body as if from a gash on her face, her mane and tail becoming a shadowy black, taking on an astral quality like Celestia and Luna's. Her feathers fell out as her wings shifted to becoming demonic bat wings. She thrashed about in agony.

"Celestia save me..." Shining Armor moaned, terror gripping his heart icily, both for himself and for Cadence. "You have to fight him, Cadence! You can't let King Sombra take over your mind!"

The Doctor shook his head, looking at the readings his sonic screwdriver were getting. "It's not a possession, Captain! It's something much worse!"

The magical lightning stopped, Cadence starting to fall. Shining Armor moved to catch her, but she managed to recover, flapping her wings and hovering in midair. A low, demonic chuckle, Cadence's voice overlaid with another, more sinister one, came from deep within the alicorn's throat.

"No..." Cadence said softly. "You do not understand, my love... Sombra is not a name... it is a TITLE..."

"W-WHAT!?" Shining Armor said.

Cadence grinned viciously. "A title given to the most powerful of Slendermane's proxies in Equestria. A title that I now JOYOUSLY ACCEPT!"

"No! Cadence, please, don't!" Twilight said.

"I AM QUEEN SOMBRA!" Cadence cackled, red lightning coming from her horn. "NIGHTMARE RULER OF THE CRYSTAL EMPIRE! And Equestria shall BOW before me!"

"Open fire!" Solderp ordered, the fusions all turning their weapons on her. Shining Armor tried to protest, but Barricade tackled him out of the way, Harbinger moving everyone else to safety as well, including the injured Queen Chrysalis.

The grenades, bullets, and rockets, however, seemed to have no effect on her.

"FOOLS!" Queen Sombra bellowed, a vicious grin on her face. "You are no match for a TRUE Nightmare!" She roared, tendrils of darkness erupting from her mouth and stabbing the fusions in the chest before they could dodge. Each one became engulfed by a horrible memory of their BLU component...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Soldier's memory_

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"You're asking me to accept the fact that you're going off to kill people!" Solomon said.

"Damn it, that's not why I'm joining and you know it!" Lucas snarled.

"Isn't it? That's ALL armies are good for! That's all they do! They fight and they kill! You're going to train to become a FUCKING MURDERER!" Solomon roared, regretting the words even as he said them.

Both girls started crying as Lucas stared at him in shock. Karen glared at him disapprovingly.

"I..." Solomon started, looking to Karen for support.

Karen held up a hand, hushing him. "Just... go get some flour," she said, not looking in his direction as she tried to comfort her crying daughters.

Solomon sputtered for a moment, and sighed, storming away from the table. He arrived at the store, still fuming about the argument, slamming the door as he exited the car.

And then the attack began.

Japanese warplanes began strafing the base, attacking civilian and military buildings with reckless abandon. Solomon was thrown off his feet as a bomb landed near him, destroying the store. The blast nearly cracked his ribs, the force of it sending him bouncing off of a nearby car, landing back near his own.

He stared at the wreckage in shock, looking up as the Japanese fighters engaged their vicious assault. And as he did, one thought flashed through his mind.

"Karen..." he said softly. Ignoring the pain in his chest, he scrambled into his car and drove back to his house to try and evacuate his family.

Above him, a fighter was shot down by anti-aircraft fire. The pilot, determined to cause damage, turned his plane as best he could, aiming it at the first target he could see. He said a prayer to his gods and screamed a war cry.

Solomon drove up to his house. He got out and saw, to his relief, that his brother and wife were evacuating, bringing the two girls out to the other car.

And then the downed plane landed on their house.

Solomon was knocked back by the explosion, flying into the house across the street and slamming up against it. His brother, wife, and daughters were killed instantly, incinerated by the flames. They didn't even have time to scream as they were engulfed by the hellish blaze.

"KAREN! LUCAS! NNOOO!" Solomon screamed, running towards the house. Neighbors grabbed him, but he didn't notice them. Tears streamed down his face, burning hotter than the flames that had destroyed his family. He needed to be with them, needed to save them...

...and if he couldn't, he wanted to die with them...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Scout's memory..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Young Donny Brooks, eleven years old, wandered down the stairs, unable to sleep. He carried his third oldest brother's baseball glove in his hand, a plush doggy in another. He yawned, wondering if his mother could help get him to sleep with a story or maybe some cookies...

He loved his mom's cookies.

When he got downstairs, though, he heard someone yelling quietly. It sounded like his mother.

"Mommy?" Donny said softly, going into the living room, where he found his mother with a metal baseball bat in her hand, slowly backing away from a grinning, muscle-bound, hairy man in a rainbow-striped t-shirt. "Mommy?" Donny asked, coming into the room.

Andrea Brooks turned, startled, when she heard her youngest son's voice. "Donny? G-Go back upstairs, honey! This nice man and I were just playing a game!"

The rainbow-shirted man chuckled viciously, idly playing with the balisong knife he carried, flipping it open and shut. "Let him stay," he said, his voice carrying a light French-Canadian accent. "The kid has to learn about the birds and the bees sometime."

"You leave him out of this, do you hear me?" Andrea said, swinging the bat at him.

"Mommy, what's wrong?" Donny said, starting to come into the room.

"STAY BACK!" Andrea shouted at him, making Donny cry. His mommy had never shouted at him before.

The rainbow-shirted man took advantage of her looking away, and lashed out with the knife, slashing her hands and causing her to drop the bat. She gasped and tried to pick it up, but the rainbow-shirted man pinned her up against the wall, roughly pulling her dress down over her breasts and kissing her roughly.

"You leMMPH!" she said, her curse cut off as he roughly pressed his lips to hers, one hand pinning her arms behind her.

"You leave my mommy alone!" Donny shouted, grabbing at the man's leg and biting him.

"AGH!" the rainbow-shirted man snarled, roughly kicking him away. "Merde! Little brat! I'll gut you for that!"

"NO! PLEASE!" Andrea begged, tears streaming down her face. "Leave him alone, I'll... I'll do whatever you want, just don't hurt him!"

The rainbow-shirted man seemed pleased by this. "Now that's more like it," he said, cutting her bra off with the knife.

Donny, sobbing, knew he couldn't let the bad man hurt his mommy. He crawled over to the bat and picked it up, swinging it at the man's back as he was cutting his mother's clothes off. He swung it as hard as he could at the man's back, striking him just above the tailbone.

There was a satisfying crack as metal hit bone, the rainbow-shirted man staggering to his knees. "You little fuckwad! I'll..."

Donny swung the bat again, a home hit right to the side of the man's head, crushing his eye. He made a strangled gurgling sound and collapsed, Donny swinging the bat a third time, scoring a direct hit to the man's nose, killing him.

Donny, his pajamas covered in blood, started at the man, his rainbow shirt splattered with blood from his ruined face. He dropped the bat, a slow grin coming to his face as he began to cackle, a mad laugh that would stay with him for the rest of his life.

"Three strikes, you're out!" Donny taunted, laughing wildly, the laughter turning into sobs as his mother took him in her arms and hugged him tightly...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Demoman's memory..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Young Tavish DeGroot, aged fifteen, carried his first major explosive out to the Loch Ness, his parents following behind. He scratched the flesh around his wooden eye, shaking his head as he remembered when Merasmus stole his real eye.

No matter. If this worked, he'd not only be rid of his longtime nemesis, but he'd also be a step closer to getting revenge on Merasmus for his eye.

His parents, behind him, chatted nervously.

"We did want him to take up the family business," his father said hesitantly.

"Yes, but is he ready for it? Did he check the settings, the amount of powder he used? Is he taking all the safety precautions he needs te?" his mother asked.

"He'll be fine, Dollag," his father said softly. "We just need te supervise him on this one time to see if he's truly ready to join the DeGroot Demomen."

"I don't know," Dollag DeGroot said. "He's been obsessed with Nessie for years... especially after that damn wizard took his eye... Maybe we should contact his real pare..."

"Me real what?" Tavish asked, having been listening in.

Shaun and Dollag DeGroot traded hesitant looks, and then smiled. "Nothing, dear. Are ye ready te begin?" Dollag said, mentally crossing herself and praying.

"Aye, I am!" Tavish said, grinning brightly as he went to the edge of the loch, setting up the bomb against an old tree and rigging the device he was going to use to lure the Loch Ness Monster in. "This is gonna be the blast of a lifetime!"

"That's what worries me," Dollag muttered as they sat a safe distance back.

Tavish giggled to himself as he set up the bomb. He was SO glad he packed that extra gunpowder into it. There was NO WAY Nessie could survive this! They'd be dining on monster meat for sure tonight!

He rigged the bomb, and activated his lure. He looked out eagerly over the water, listening for the telltale signs of Nessie. And sure enough, the moan of a giant beast echoed through the night, a massive ripple of water heading towards the shore.

Tavish laughed, and rigged his bomb's timer, jumping behind the blast shield he had set up. Covering his ears, he counted down, his device exploding.

With too much force.

His blast shield was knocked over, pushed back several feet. Tavish scrambled out from underneath the shield and looked into the loch, cursing loudly as he saw and heard Nessie moving rapidly away from the shoreline.

"BLOODY BUGGERING HELL!" he snarled. After a moment of glaring, he just shook his head and laughed. "Well, maybe next time, then. Eh mum?"

No answer. Tavish frowned. "Mum? Dad?" he said softly, slowly turning around.

When he saw the corpses of his parents, torn to shreds by shrapnel from the tree the bomb had been near, he screamed...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Heavy's memory..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Seventeen year old Aleksi Borisovitch calmly watched as his friends roughhoused about. It was a quiet, peaceful day at the military camp. Snow was falling peacefully, and the winter birds were singing.

Aleksi chuckled. "It's a good day," he said, mainly to himself. He looked over to his friends, and was debating joining in the roughhousing. He knew that one of the boys was very vulnerable to armlocks, having no idea how to counter them. And then a bird, a small sparrow, landed on a post near him.

Aleksi smiled, listening to the bird sing.

"Tiny friend," Aleksi said, "You are far from home, are you not?"

The bird chirped happily, continuing to sing. Aleksi held out his hand, wanting to have the bird jump over to it...

...when a knife thrown by one of the other boys struck the bird in the chest, killing it instantly.

Aleksi, visibly shaken, watched the bird, who had been innocently singing, fall off of the post.

The boy who had thrown the knife, Yuri Sokolov, came over to retrieve it, yanking it out of the bird's corpse and tossing it aside. "Not a bad shot, eh, Aleksi?"

"You didn't have to kill it," Aleksi said.

"No," Yuri admitted. "But you have to admit, that was a good shot."

Aleksi stared at the bird, which had been so innocently singing before, and knelt down, digging a small grave for it.

Yuri stared at him in disgust. "You're digging a grave? For a bird?"

"The bird was not an enemy," Aleksi insisted. "You didn't have to kill an innocent."

"Oh for..." Yuri snarled. "Bah, I'm getting the commander."

Aleksi ignored him, saying a small prayer for the bird as he dug the grave. When he was finished, he found his commander standing there. Aleksi saluted him, the commander saluting back.

"...So this is where the bird was killed?" the commander said, stroking his long, heavy beard.

Aleksi nodded. "Yes sir," he said. "Yuri killed it for no reason. It was an innocent, and..."

The commander slapped him.

Aleksi clutched his face where he was slapped, staring at the commander in shock. "S-Sir? What..."

The commander slapped him again, harder this time. "Innocents die in war, Aleksi," he said. "And make no mistake, we are at war."

"With birds?!" Aleksi asked incredulously.

The commander punched him, sending him to the ground. He scowled, stepping on Aleksi's face, Aleksi struggling to free himself from his commander's grasp. "To care about such trivialities as an animal... Such weakness is unforgivable," the commander snarled. "However you are one of our best students, so I'll let it go just this once. If you show this weakness again, however, you and your entire family shall be shipped to the gulag."

Aleksi's eyes widened. _WHAT?! Just because I showed a little sympathy!?_

For the first time in his life, he felt the stirrings of hatred, a sick feeling that burned inside him.

The commander saw it in his eyes. "Good. That's a good look," he said approvingly, letting Aleksi stand up. "You keep that look from now on, and you may actually go somewhere. Ditch that soft attitude and you'll become a TRUE Soviet." He turned and walked away.

Aleksi clenched his fists, scowling at the foul man who just taught him a valuable lesson. "Da, comrade commander. I will never be thought of as soft again."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Engineer's memory..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

28 year old Dell Conagher stood outside a courtroom, a baby in a stroller nearby, holding a heated argument with a gloriously attractive woman with a flawless, perfectly slender, tanned, and toned body named Irene.

From the way they were at each other's throats, you'd never know that they were once husband and wife. Or, if you were the cynical sort, you'd guess that they used to be married right away.

"Why are you doing this, Irene?" Dell said, adjusting his overalls. Irene, by contrast, wore a form-fitting suit top and a skirt that left next to nothing to the imagination.

"You even have to ask?" Irene snarked angrily, her furious expression marring her otherwise lovely features.

Dell shook his head. "Yes, actually, ah do. Ah never understood why you were so angry with me. And now you're seeking custody of our daughter?! You didn't even want her!"

"That's not the POINT, Dell!" Irene snarled. "The point is you have to learn what it means to have ambition, and to be ruthless in that ambition!"

Dell shook his head. "Ah tried to give you love, give happiness..." he said softly.

"HAPPINESS?! If you were REALLY intent to make me happy, then you would have put those eleven degrees of yours to work and made LOTS OF MONEY FOR ME TO SPEND! Like selling your inventions to the military! Especially that Sentry Gun of yours. I know a hundred military contractors who'd pay top dollar for that!"

"Damn it Irene, ah told you ah'm not comfortable sellin' weapons to the military!" Dell snapped.

"Then WHY DID YOU INVENT A GUN IN THE FIRST PLACE!?" Irene snarled.

"Because it was the EASIEST TO MAKE, ALL RIGHT!?" Dell roared right back.

Baby Krista began crying, Dell immediately going over to comfort her, singing her back to sleep.

"Oh, let the brat cry," Irene said, folding her arms irritably.

Dell glared at her, focusing his attention on calming his daughter.

A court officer came up to them. "The results are in," he said, handing an envelope to Irene. "Mrs. Conagher, you've been rewarded full custody, with only limited visitation rights for the father."

Dell just stared, his jaw dropped open in shock. It was as if someone had just shot him, the pain in his heart like a burst of poison. The court officer, sensing an awkward moment, quickly fled.

Irene grinned. "Oh, goody, all my hard work paid off!" she said as she pocketed the envelope, taking the baby Krista from Dell's limp arms and putting her back in the stroller, Krista crying again. Irene sneered at Dell, and said, "This is what it means to be ruthless. To be willing to debase yourself to someone you hate to get what you want out of them. And to be honest? Yeah, I don't want to be a mother. But if having her makes you suffer for not giving me the life I want, then so be it. That's a win enough for me." She skipped out the door, whistling, ignoring her baby's crying.

Dell slowly fell to his knees. He felt as if he had been torn to pieces. The one good thing in his life had been torn away by a woman who fucked whatever man that was interested while he was trying to earn a living as an honest inventor...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Reality..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The tentacles dissolved as the fusions literally flew apart, splitting into their component ponies Queen Sombra laughing viciously. Immediately, the BLUS and the Elements went over to help their comrades.

"Engie, you okay?" Pyro said, helping Engineer get back to his hooves.

Engineer grinned weakly. "Yeah, yeah, ah'm fine... Just got forced to relieve a really bad moment.."

Medic cast his healing beam on Heavy, glancing up at Queen Sombra, who was watching them all with amusement. "Get up you dummkopf, ve still have vork to do!"

Heavy just glared affectionately at Medic, struggling to his feet.

Over with the Elements, Rainbow Dash was bracing Rarity as she helped her up. "C'mon now, Rare. The fight's not over yet!"

"I'm going to kill Engineer's ex-wife if I ever meet her," Rarity growled softly.

"Huh?" Rainbow Dash asked.

"Never mind," Rarity said, shaking her head.

"Please, hurry and get up," Twilight said as she helped Fluttershy stand up, almost in tears from seeing her childhood friend turned into a monster. "I'm running out of ideas to stop this and I need everypony's help."

"Weaklings," Queen Sombra laughed, her mane flaring. "You'll all be consumed by my master! Your misery will feed hi..."

A green energy blast sent her sprawling. Queen Sombra snarled. "Who dares...?!"

Queen Chrysalis, barely standing, her horn glowing with magic, snarled at her. "This is still... my realm... And I am still Queen here..."

Queen Sombra sneered. "Today, you were my master's food, just as Shining Armor was for you. Tell me, how does it feel?"

Queen Chrysalis leveled her with another energy blast. "Something like that, I'd imagine," she taunted.

Queen Sombra snarled, and lunged at Queen Chrysalis, the two ponies wrestling about, their horns clashing as they tried to murder each other. Barricade and Harbinger joined in, trying to overwhelm the corrupted love goddess before she could kill them all.

Shining Armor just stared helplessly for a long moment before he joined the fray, trying to subdue his wife.

The BLUs came over to the gathered Elements, Twilight looking at Queen Sombra with a mixture of fear and confusion. She tried to think of a plan, but she couldn't focus, couldn't get her thoughts in order. All she could think about was all the games she and Cadence had played together when they were children, all the fun times they had.

"I hope you have ideas, 'cause I'm fresh out," Scout said, shivering. He really didn't want to have to relieve that old nightmare...

"I... I don't KNOW! There's... there's too many unknowns, too many variables..." Twilight said frantically, tears streaming down her face. "I need time to think, to consult notes, I..."

"Twilight..." the Doctor said softly. "You need to use the Rainbow of Light."

The Elements stared at the Doctor. It was a drastic measure, they all knew. If Cadence was too far gone, it might do to her what it did to Discord, or outright kill her in the same way the Crystal Heart killed King Sombra.

But as they watch Queen Sombra successfully hold off Chrysalis and the three Captains, trapping them in tendris of darkness from her mane and strangling them, they knew there was no other way.

Twilight sighed softly. "I'm sorry..." she said, the Crown of Friendship appearing on their heads as Rainbow Dash, Fluttershy, Rarity, Applejack, Pinkie Pie, Zecora, and Derpy all found themselves wearing their Element of Harmony necklaces. Trixie watched in amazement as a powerful glow engulfed them all, their eyes glowing as they rose into the air.

Queen Sombra, so intent on murdering Chrysalis and the Captains, didn't notice until it was far too late.

"NO!" she roared, tossing the four she was fighting aside and charging the Elements.

"This is for your own good, Cadence!" Twilight shouted, the Rainbow of Light bursting forth from the Elements of Harmony, flying into the air and diving down towards Queen Sombra.

The Nightmare screamed, flailing as she tried to turn around and flee. But the Rainbow of Light was too fast for her. An unearthly scream echoed from Queen Sombra's throat as the Rainbow engulfed her, bathing her in purifying light. The darkness was purged from her, her body returning to normal as she became Princess Cadence once again, returning to normal size and collapsing unconscious, the Rainbow vanishing in a burst of elegant light

Shining Armor immediately ran to Cadence's side, Medic running over to join him. After a quick analysis, Medic nodded, smiling. "She's alive," he said, casting his healing beam on her to help her recovery. "Just very tired. Perfectly understandable, considering ze circumstances."

Shining Armor sighed in relief. Cadence's eyes fluttered open, and she looked up in confusion at Medic and Shining Armor. "What..." she started to say.

Shining Armor hugged her. "It's all right. You're completely better now. That's all that matters."

"...Okay then," Scout said softly. "That is officially the first rainbow I have found beautiful in years..."

"That was amazing," Soldier said softly.

"What a rush," Derpy said, grinning.

"Yes, it does create quite the pleasant tingly feeling, doesn't it?" Rarity said, giggling

Trixie grinned. "Oh, now I'm actually wanting to get my Element now," she said. "That was TRULY spectacular."

"Hey, think we can do the same with our Elements?" Scout asked.

"It'd be a Rainbow o'Darkness, wouldn't it?" Engineer answered, chuckling.

Harbinger coughed, rubbing his throat. "A job well done then, at least. Everyone rescued and Cadence's magical corruption undone completely."

"Except for the part where we were all used as puppets in Slendermane's game to hurt Chrysalis, I'd say this day was a success!" the Doctor chirped.

That brought down the mood of the room immediately. The Doctor chuckled nervously, and coughed, trying to ignore the glare Sparkler was giving him.

"...Which brings to mind a good point," Barricade said, turning to Chrysalis, who had been sitting to one side, glaring at them all. "Under the circumstances, I'd say a pardon is in order. Let us leave and do not capture any of the Elements or their immediate families again, and we can return to the status quo," she said.

Queen Chrysalis sighed. "It's a better option than I expected..." she muttered. "Fine, fine, just go. I'm tired of looking at all of you." She waved dismissively, sending a mental command to the rest of the hive to leave them alone.

The ponies gathered themselves up and slowly filed out of the hive, leaving Chrysalis alone in her chambers. She sighed, and began tending to her unconscious children, when to her surprise, Derpy, Soldier, and Cadence came back in, the others waiting at the entrance to her throne room in confusion.

"Wait, wait, wait..." Derpy said as she ran back in. "I can't leave it like this."

Chrysalis snarled. "What could you possibly want now?"

"I... ah..." Derpy said. "I want to do something for you."

Chrysalis blinked. "FOR me? I kidnapped you and your family with intent to feed on you!"

"I know, I know, but still..." Derpy said. "Everyone needs to eat, right? The only real problem for you is that you have to feed on other ponies."

"Derpy, where are you going with this?" Soldier said.

"Just listen," she said, motioning him and Cadence to lean in to talk. She whispered her plan to them, Cadence looking surprised.

"Even weakened like I am, it's doable if you and Soldier both help me... but are you sure?" Cadence asked.

Derpy nodded pleasantly.

Cadence shrugged. "Okay then," she said. She looked around, and levitated a large boulder over to the three of them. She, Derpy, and Soldier stood around it, Soldier's Dark Element of Love forming around his neck. Reddish-pink energy flowed around the three of them, the boulder hovering in the air and taking on a heart-like shape as the energy they generated flowed into it.

Once they were done, Derpy looked it over. "And it's self-renewing? It'll never run out?"

Cadence nodded.

Chrysalis frowned. "What are you talking about? What is that thing?" she demanded.

"Taste the energy field," Derpy said.

Chrysalis looked at her suspiciously, but did so. She inhaled a tiny portion of the field... and almost immediately felt healed by it. "It's love..." she said softly, visibly confused.

Derpy nodded. "An endlessly self-renewing source of love for you to feed on. Your people will never have to go hungry ever again, and never have to hunt anyone either. And if you promise never to hurt anypony ever again, you can have it..."

Chrysalis just stared at the glowing, hovering stone in shock. "But... why?"

Derpy nuzzled her, shocking everyone. "Because no pony deserves to go hungry," she said. "And everypony deserves to have love in their life."

Chrysalis stared at her, confused and lost, unable to understand the sudden warmth she felt. She stared at the love generator again... and sighed. "Fine. I swear on my ancestors names that the Changeling Hive shall no longer threaten Equestria or any other nation in this world."

"Well done, Derpy," the Doctor said softly, visibly proud of his one-time companion, identical grins on Sparkler and Dinky's faces.

Derpy smiled, nuzzling her again, Chrysalis shivering in confusion at the sudden warmth. "Okay, that's all I wanted!" the wall-eyed pegasus said. "Bye, your majesty!"

She trotted away, leaving Chrysalis to contemplate her new prize. Soldier watched her go with growing admiration, and followed after her, a pleased Cadence coming up behind them.

Harbinger stroked his beard in amusement. "Well I'll be," he said. "All that mess, and we managed to pull a full win out of it."

He watched as the others filed away, he and Twilight the last to exit the throne room. Before they could, however, Chrysalis turned to them and said, "Be wary. Slendermane will be back. We're entertaining to him now. A monster of that level won't leave us alone so easily..."

Twilight and Harbinger both stared and Chrysalis a long moment before nodding and heading out with the others. Their expressions somber, they walked behind the others.

Twilight was the first to speak. "There's something I need to tell you about," she said, explaining what they knew about the dreams and their connection to Nightmare Moon.

Harbinger cursed. "You are right to hesitate, Twilight. With what's going on, finding out that the corrupted form of her sister is back and in her own body now would be merely adding to her current set of problems..."

Twilight blinked. "What problems?"

Harbinger hesitated, and sighed. "You are her disciple," he said. "You deserve to know." He proceeded to explain the situation and his own theories about Slendermane.

Twilight shivered softly, fear passing through her like an icy chill. "So my mentor is going insane... but I can't do research to fight this thing because that will just make me more vulnerable to it?"

"The more she reads of that cursed diary, the more Slendermane is able to affect her," Harbinger said.

"There has to be something I can do," Twilight said.

Harbinger nodded. "There is. For now, just rest, and recover from this battle. Find a way to activate Trixie's Element of Harmony and create the last four fusions. We have Heavy's Dark Element of Kindness now, so that's something at least."

Twilight nodded. "Just... call me if there's anything I can do to help..." she pleaded.

Harbinger nodded. "Believe me, you'll be the first I contact."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later..._

_Ponyville..._

_The spa..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Aaah, so much better," Spy moaned as he relaxed in the hot tub with Zecora, Sniper, and Rainbow Dash. "No more pee smell or hive smell..." He chuckled, and pulled his Dandy Rarity down over his eyes, Zecora shaking her head at him and nuzzling up to him.

"So what the hay was that 'Jarate' nonsense, anyway?" Rainbow Dash asked, sipping on a fruit smoothie.

Sniper sighed. "Well... My job sometimes requires me to stay awake for long periods of time. As such, I'd drink a lot of coffee, and... well, I'd need to pee a lot. But urine leaves a scent, so I just peed into a jar and sealed it. I never got around to emptying the jars, so I just ended up collecting a lot of them. One day, during a war game, I was certain the RED Spy was lurking around me somewhere. I was getting frustrated, and grabbed the first thing I got me hands on, a jar of piss, and I threw it. It shorted out his cloak, and I was able to scrag him. The piss and the broken glass on him made him take more damage from me SMG, so... well, I got the idea of using it in battle. I started calling it Jarate, and I guess the name just stuck. It's surprisingly effective."

"Ewewew..." Rainbow Dash said. "That is both awesome and gross at the same time."

"Effective yes, but disgusting true. Still, whatever works for you," Zecora said, shrugging.

"You're not saving jars now are you?" Rainbow Dash said, frowning.

"Nah, I wouldn't do that to your place, Dasher," Sniper said, blushing.

Rainbow Dash grinned back, blushing as well.

"Zere's more," Spy said, smirking. "Saxton Hale, zis overbearing pile of beef, actually began marketing Jarate on his weapons page, with a pill zat would altar your kidneys to produce more urine."

Sniper groaned, looking like he wanted to sink under the water and not come up. Zecora just stared in shock, the medicinal herbalist in her offended by the very idea of it.

Rainbow Dash stared at Spy, at a loss for words. Spy just nodded, grinning. "Oh dear me, do we have Saxton Hale tales to tell..."

"Tell 'em later," Scout said as he came in through a window. "I wanna talk to the spook for a sec."

Spy sighed. "Can it wait or can it be told while I'm still in here?"

"No and no," Scout said. "If I don't get it out now, I'll never get it out. Meet me on the roof."

Spy looked out from underneath his hat, seeing the uncharacteristically serious look on Scout's face. He sighed, and reluctantly pulled himself out of the relaxing hot water. "Very well," he said. "Forgive me, my dear Zecora, but I will be back soon."

Not bothering to get dressed (everypony else was naked, a concept he was becoming more and more comfortable with), he flew up to the roof, where Scout was waiting for him, staring at the moon.

"A beautiful night," Spy said. "Luna's outdone herself."

"Yeah..." Scout said. "...I wanna explain why I get so mad when you talk about my Mom or make jokes about me and rainbows." He then proceeded to explain what happened years ago.

"Mon dieu..." Spy said softly, horrified. "My accent, my knife... No wonder you and I didn't get along at first..."

Scout sighed, looking far older than he was. "Yeah... I just..." Scout shook his head. "I try not to think about it too much. Gotta keep movin,' right? But today, Cadence's memory beam thingy slashed open that old wound..."

To Scout's surprise, Spy hugged him. "I swear to you, on the love your mother and I once shared, zat I will never let anyone hurt you again..."

And in another world, RED Spy made a similar promise to RED Scout, who had felt the urge to come forward...

Scout blushed a little. "Hey, thanks man..." he said, coughing and pulling out of Spy's grip. "Anyway... ah... Pinks already knows, since she was in my brain at the time I was forced to relive it, and I guess you can tell Zecora... But don't tell the other guys until I'm ready, okay? I'm still tryin' to wrap my brain around the idea that I was willing to come to YOU of all people..."

Spy chuckled, nodding. "I promise," he said.

"Do ya Pinkie Promise?" Scout asked. At Spy's look, he said, "Don't you dare tell me that you of all people don't know what that is."

Spy chuckled, shaking his head. "Cross my heart and hope to fly, stick a cupcake in my eye."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The Doctor's lab..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Well, that went better than expected," the Doctor said as he calmly closed down his shop for the night. "Derpy rescued, Chrysalis defeated and on our side now, plus we purified Princess Cadence of her magical corruption. All and all, if you add up the numbers," he said, waving his sonic screwdriver around and looking at it, "you get... a ham sandwich on rye with extra pepperjack."

The Doctor stared at his screwdriver, and chuckled, tossing it over his shoulder. "Well, I still need to work some of the kinks out," he said. He turned to leave, only to find a note taped to his door that wasn't there a moment ago."

"..." The Doctor looked around suspiciously, and cautiously approached the note.

On it were the words "THIS QUESTION WILL BE ANSWERED VERY SOON," with an arrow pointing to the other side of the paper. The Doctor slowly turned it over, and gasped in fright.

The question, was 'DOCTOR WHO?'

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Derpy's House..._

_Evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"C'mon Mom..." Sparkler said, not really resisting as her mother tucked her in.

"Now now," she said. "You and Dinky have had a very long day. It's time to rest."

Sparkler huffed sleepily. "It's too early," she muttered, trailing off into a snore.

Derpy shook her head, kissing her daughter's forehead lovingly. "G'night, my amethyst star," she said, trotting out to join Soldier in the hallway.

"You're wonderful with them," Soldier said.

"And you're a wonderful fighter," Derpy said, grinning. "I know I can count on you to protect them."

Soldier just blushed. "Well, I try..."

Derpy yawned again. "Oy, I should probably get to bed," she said.

Soldier nodded, and started back downstairs. As he turned to leave, though, Derpy hesitantly called out, "You... You can sleep with me tonight, if you want... You can even leave your helmet on."

Soldier blushed brightly. His brain shut down at the suggestion, so he ended up nodding and heading back up, Derpy leading him into her bedroom. She blushed, unconsciously posing invitingly on the bed, Soldier stammering as he climbed in with her, Derpy throwing the covers over them both and snuggling into his chest.

_Calm down, _Soldier thought. _That's an order. We're both too tired to do anything, so she just wants to rest with someone she cares about..._ Still...

"Why tonight, if I can ask?" Soldier asked.

Derpy nuzzled him. "I was in your mind, Soldier... I felt everything you felt on that morning... You shouldn't be alone tonight... Maybe sleeping with me will give you better dreams..."

Soldier blushed brightly, trying to clear the naughty images out of his head. He was honestly surprised they were there in the first place, considering he still thought of himself as a human in a pony's body.

There was one other thing that was bothering him...

"Why did you help Chrysalis?" Soldier asked.

Derpy smiled softly. "Because she's a mother trying to feed her children. And I wanted to keep her from having to hurt everypony to feed them..."

"That's it?" Soldier asked, confused.

Derpy sighed contentedly, nodding and yawning again, drifting off to sleep.

_I didn't think anyone could be that loving, _Soldier thought. He hugged her tightly, hearing her whicker softly in her sleep. He smiled, feeling that pleasant warmth building up inside him again. He thought about Derpy and her children, and felt the warmth growing stronger.

He then came to two realizations that shocked him.

The first one was that he was happy. Truly, innocently happy, something he hadn't been in years. And he felt great about it.

The second thing he realized, to his fright, was this: _I want to stay in Equestria. I don't want to go back._

_**TO BE CONTINUED**_


	19. WITNESS(a)

THE MOON HAS FALLEN

LOVE HAS MET A SOMBER FATE

THE END SHALL COME WHEN THE SUN RISES 


	20. Crusades

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 19: Crusades**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one day after the events of Chapter 19. Note about my tumblr: If something happens there that looks like a scene instead of a question answered, then unless I say otherwise it's canon to the story. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

_Throne room..._

_Midday..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...And that's the story, my lady," Harbinger said, kneeling before Princess Celestia and Princess Luna as he finished his update of the situation.

Celestia scowled. "Why didn't any of you do anything about Slendermane when you saw it?" she snapped.

Barricade and Harbinger traded uneasy looks.

"My lady..." Barricade said, "We realized it was there, yes, but... it just..." 

"At the time it just didn't seem important until much later," Harbinger finished. "We all literally just didn't care about it until long after we had left the hive."

Princess Celestia frowned, uneasy. A thoughtful look was on Princess Luna's face.

"A perception filter spell?" Luna suggested.

"That's all too believable, I'm afraid," Celestia said, sighing. "Too many times I've seen Slendermane, KNOWING it was there, and no one else could see it... It having the ability to focus your interest in other directions except to itself makes too much sense."

Luna frowned, and nuzzled her sister. "We'll find it and we'll stop it, Tia," she said. "Don't worry."

Celestia managed a smile, and asked, "What of Captain Shining Armor, Twilight and her friends, and the mercenaries?"

"Shining Armor is with Princess Cadence, your majesty," Barricade said. "She still hasn't fully recovered from her brief stint as Queen Sombra, and needs more time to rest."

"As for Twilight and the others, they're fine as well. Rainbow Dash, according to Zecora, is making good progress in recovering from her blindness," Harbinger added. "The BLUs, for their part, are planning to talk to the Mayor and city council to try and organize a defense league in Ponyville, to train the citizens to help aid in the defense."

Celestia nodded. "The trade agreements are not urgent. She can take all the time she needs to recover," she said. "I do wish to speak with both Cadence and Shining Armor when they are available, though."

"Yes, my lady," Barricade and Harbinger said.

"A defense league in Ponyville sounds like an excellent idea as well," Celestia added. "I do not like to think of such things, but with the influx of Nightmare-level monsters..."

"We must look on the brighter side of things, I think," Luna said. "We were able to recover the Elements of Love without incident, and have unlocked the Dark Element of Kindness. We have proven the Rainbow of Light can be summoned with the returned Elements. Princess Cadence was completely purged of the magical corruption that turned her into Queen Sombra. Queen Chrysalis has been neutralized as a threat and made into an ally. And we have a better idea of what the Slendermane can do."

"Small comforts, but best to take any we can get," Celestia said. "Although I am disappointed that Slendermane escaped this time, we can consider this a victory. Well done, Captains."

Harbinger and Barricade both smiled and bowed. "Thank you, your majesty," they said.

Princess Luna smiled. Harbinger found himself blushing, silently grateful his helmet covered his cheeks. "What of the Elements themselves, and the BLUs? Are they doing well?" Luna asked.

Barricade grinned. "They seem to be in good spirits. My little Flutters is especially proud of herself for managing to get through that infiltration mission."

Celestia smiled benevolently. "Her courage when it counts is a match for your own, noble Barricade."

Barricade snickered. "She's also proclaimed 'NEVER EVER AGAIN' to the idea of a repeat run."

Harbinger, Celestia, and Luna chuckled at that. All of them knew of Fluttershy's bravery when it counted, and wouldn't hold her anxiety over recent events against her.

Celestia sighed. "Very well," she said. "I suppose we shall just have to keep our investigation going. Barricade, you are to return to Ponyville and continue to protect the Elements of Harmony. Harbinger, you will be in charge of security here. Try to find a suitable replacement for Shining Armor soon, so he is not torn between his duty to Equestria and to the Crystal Empire."

The two captains bowed to her. "As you wish, my lady," they chorused.

"And keep up your investigations into Slendermane. If we're to thwart me, we MUST know more about me to fight..." Celestia's eyes widened in alarm as she realized what she said.

Harbinger, Barricade, and Luna stared at her in shock, not quite sure they understood what they had heard.

Celestia coughed. "I mean... I... We must find a way of stopping me before I... No..." she stammered.

"Tia... Tia, what's wrong?" Luna asked, standing up.

"I... I don't KNOW, I'm trying to refer to me but I keep talking about me as if I were me why can't I stop referring to me as if I were actually ME," Celestia said, her eyes growing wider as fear took hold of her. "NO! I'm not talking about me, I'm talking about ME, we have to find ME and KILL ME before I hurt anypony else oh dear mother please I didn't mean to say it like that I meant to say we must KILL ME no not me KILL ME HELP ME HELP ME!"

Celestia dissolved into a full panic, rearing up and whinnying in fright. She took to the air, Luna leaping up after her.

"KILL ME NO NOT ME KILL ME NO NOT ME!" Celestia screamed, trying to force the words she wanted out, trying to stop talking as if she were referring to herself. But with every failure, panic overtook her more and more. She flapped her wings fiercely, tears flowing down her face as she screamed in terror.

"TIA!" Luna shouted, grabbing her sister's face. She gently touched her horn to Celestia's, a flash of light emanating from it. Celestia slowly started to calm down, eventually dropping in Luna's grasp and falling asleep. Luna gently lowered her to the ground, Celestia twitching and whimpering softly. She called for the guards, having them gently escort her back to her room.

"What in Tartarus was that!?" Barricade shouted once Celestia was out of the room.

"She kept referring to Slendermane in the first person, as if she herself was Slendermane," Harbinger said softly. "By the ancestors... How is it capable of doing this to the sun goddess?"

Luna snarled, her eyes glowing angrily. "We must find this creature and slay it," she said, her voice low but still carrying the rumble of the Royal Canterlot Tone. "None shall dare harm my sister, not while I still draw breath."

"I'm not sure how, Mistress," Barricade said. "This thing can prevent you from even giving a damn about it until it's too late and there's a monster that used to be a friend chewing on your face."

Luna frowned, the glow from her eyes fading as she sighed. "...You say that Chrysalis called Slendermane a Child of Krastos?"

Both Barricade and Harbinger shuddered. "Yes, my lady, but please do not say the name..." Harbinger said.

Luna sighed again, her voice taking its normal tone. "The Glue Maker... The Ponybane... It is said that the Smooze is his blood, Evil's Glue..." she said. "I will conduct my own research into the matter. Perhaps in the old records of that Devil's children..." She shook her head. "There has to be a way to stop this creature, to harm it..."

"Be wary, my lady," Harbinger said. "It is my belief that Slendermane is haunting her because of that journal she has been reading... Should it decide to start haunting you as well..." He silently cursed himself for being unable to find it, wondering if it was just because Celestia was hiding it too well or because it had a perception filter over it like the one Slendermane used to divert everypony's attention to Chrysalis.

Luna scowled. "But that is the question, isn't it? Why did it NOT start haunting me, since I had the dream about it and not Celestia?" she said. "I do not like the idea that this monster used me as a conduit to attack my sister. Bad enough to hear that my dark side has returned as its own entity. I must find a way to best these threats to my home. I will not let this creature go without punishment."

"Yes, my lady," Barricade and Harbinger chorused, bowing again.

Luna sighed. "Barricade, return to your duties. Harbinger, walk with me for a bit," she said.

Barricade nodded and bowed once more, flying out a window and heading to the train station. Harbinger stood up and began to walk with Luna as she went out to a balcony, staring out at the sky.

"I am frightened, Harbinger," she said softly. "I see my sister deteriorating, and I know not what to do to stop it."

"We can save her, your majesty," Harbinger insisted. "We have almost all of the Light Elements of Harmony, and are missing naught but four of the Dark Elements. The BLUs are capable soldiers, and we know how well Twilight Sparkle and her comrades can perform in a crisis."

"Still..." Luna said. "I am worried. Even back in the olden days, before I accepted the corruption and became Nightmare Moon, Tia never acted like this. Always, she showed everypony a calm, stoic face. A shining light that my moon could only reflect. Even at our mother's death, even in the face of Discord, her murderer, she never broke... To see her like this..." Luna closed her eyes, shivering. "She was always the rock on which I could brace myself."

"Everypony has their limits," Harbinger said. "Even the mountains can be broken down by the waves. But that is why you gather others around you. To catch you when you fall."

Luna looked at him with a mix of gratitude and amusement. "...Do you always speak in such philosophical platitudes, noble Harbinger?"

Harbinger blushed, grinning. "A habit I picked up that I have been unable to break," he admitted. "Barricade and Shining Armor have both teased me about it before."

Luna smiled. "Still... It is a good thought. I will be there for my sister, no matter what," she said.

"As will I," Harbinger said. "I have been unwaveringly loyal to your sister since before your return, as I am unwavering loyal to you."

To Harbinger's surprise, Luna leaned up against him and nuzzled him. He blushed brightly, feeling her luxuriously soft coat nuzzling up against his coarser one. Luna sighed. "It is good that there are people I know I can count on, Harbinger. It has been so difficult since my return..."

"I-I... I will always be there to ease the burden for you, my lady," Harbinger said. _Oh this is foolish. You're a war veteran, loyal to Princess Celestia for years. And now you find yourself flustered before her little sister?!_

Luna smiled at him. "Your cheeks have taken on an interesting shade, Captain," she said.

"Forgive me, my lady," he said. "But you are quite the comely mare. Of course, you must be used to hearing such things."

Luna chuckled, a trace of bitterness in the sound. "With a sister like Celestia, shining golden like the sun and twice as graceful, one tends to ignore the dark little filly with the macabre tastes."

"Ponies like what they like," Harbinger said. "I have a nephew in Barricade's forces that has similar tastes as you, your Grace. As I recall, when you returned, he jumped at the chance to join your Night Guard."

Luna smiled. "I think I know who you mean. Bluish coat before accepting the transformation into a Night Guardsman, constant dopey grin on his face?"

Harbinger chuckled. "That's him."

Luna giggled, the sound melodic. "...Jealousy of the attention my shining sister received was part of the reason I gave in and drank the Smooze. But I have moved passed it. Still, I treasure any kind word I receive. After a thousand years... even a moon goddess can get lonely."

Harbinger frowned. "There are many who treasure you, my lady," he said.

"Not at first," Luna said. "It has been a struggle. I am a thousand years out of date, and only recently have begun to catch up. Even now, I still have trouble with several modern habits." She nuzzled him again, Harbinger blushing brightly. "You are attracted to me," she said simply.

Harbinger meeped. "I... My lady, name me one pony who would not be attracted to you and I'll have Twilight Sparkle point out what book in the Fiction section of the Canterlot Royal Library they're in," he managed after a moment.

Luna chuckled sadly, and said, "I... I am not as strong as my sister. I have made so many mistakes, that I am no longer as confident of my judgment as I was a thousand years ago. I would ask of you to be there for me, to comfort me in times of need. But only if you are willing."

Harbinger gulped hard. "'C-Comfort,' my lady?"

Luna smirked at him. "I am Mistress of the Night, and all that title implies. It means exactly what you think it means, dear Harbinger. But as I said, I would only call on you if you are willing."

Harbinger blushed, trying to keep himself from grinning foolishly. "Princess, I cannot imagine anypony who would NOT be willing..." he said.

Luna smiled gratefully, and kissed him. Harbinger meeped, his tail going stock straight briefly. Luna held the kiss for a long moment before breaking it. "Thank you, noble Harbinger. I assure you that this is a decision you will not regret."

Harbinger nodded, not trusting himself to say anything more. Luna nodded, and turned to leave. "Now if you'll excuse me, I must check on Celestia, and see if I can convince her to let me attend to her duties this day" she said. "We will talk later."

She slowly trotted out of the room, Harbinger watching her leave and trying to convince himself he wasn't staring at her rump. Once she had left, he let out the breath he hadn't realized he had been holding in and sighed.

"Bah, foolishness," he said. "Has it really been so long?" He shook his head. "If nothing else, I'm glad Barricade had already left. I couldn't stand her teasing me about this..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Ponyville..._

_City hall..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Mayor, the town is woefully under-defended," Soldier insisted.

Spy nodded in agreement. "Bad enough zere's all ze monsters in Everfree, we now have to worry about Maskies flitting about and poisoning random ponies and turning zem into Nightmares."

"And it's escalating," Engineer added. "Nightmare Doctor and Nightmare Grave were bad enough, but it just took one fusion to defeat them. Nightmare Dubstep and Harmonic cast that song that threatened all of Equestria, and it took two fusions, a Wonderbolt, and a newly minted alicorn superhero to defeat them. And Nightmare Juggernaut would have killed us all if Princess Luna hadn't shown up. We need to have some sort of system to at least give people a chance to respond with somethin' other than runnin' around and screaming!"

"We cannae do everything, lassie," Demoman insisted. "The town needs te be able to sustain itself in a crisis, and 'get Twilight and the others to fix it' won't always be a viable solution."

"And if nothin' else, it'll help morale," Scout said. "Folks who think they can fight back are always in a better mood."

Mayor Mare sighed. "Believe me, if it were up to me alone, I'd implement your idea immediately. But I have to run this by the town council, and they're so set in their ways it's difficult to get them to agree to things, especially drastic changes like this."

"You have to convince them, Mayor," Sniper said. "This is too important."

Mayor Mare sighed, facehoofing in irritation. "...What would this training consist of?"

"Scout would be teaching mobility and agility, fast movement and relay. Soldier would be teaching hoof-to-hoof combat. Pyro would be teaching how to use fire in battle, as well as fire safety. Demoman would be teaching explosives, hazard safety, and demolitions. Heavy would be teaching how to build, maintain, and use heavy weapons. Ah'd be teaching battlefield engineering, strategic placement of defense buildings, and supply line maintenance. Medic would be teaching battlefield medicine, and has already requisitioned supplies to make Mediguns for every healer in town. Sniper would teach trapping, wilderness survival, and sharpshooting. And Spah would be handling infiltration, disguise, camouflage and information acquisition," Engineer said.

Mayor Mare hesitated, and sighed. "I'll talk to them," she said.

Scout smirked, gesturing to the pipe laying in the corner of her office. "And in case y'can't get those assholes to see reason... well, sometimes the right tool can make negotiating a 'lead pipe cinch.'"

Medic groaned softly at the pun.

Mayor Mare smirked. "You and my father would have gotten along well," she said.

Scout just grinned lazily.

Mayor Mare sighed. "In all seriousness, though, I'll do what I can to convince them."

Engineer frowned. "Ah suppose that's all we can ask for, ah guess," he said. "Thank y'kindly."

Mayor Mare nodded, and the BLUs slowly filed out of the room. "We've done all we can for now," Heavy said. "Perhaps we should be heading back to our various jobs?"

Soldier nodded, looking up at the clock. "Yeah... My lunch break's about over, I should be getting back to school, the teachers have that conference in the afternoon..."

Demoman frowned. Soldier had been oddly quiet ever since the Chrysalis mess. "You okay, laddie?"

Soldier shook his head. "Later..."

Demoman gave his friend a worried look and nodded. The others chatted for a bit and then went their separate ways, heading back to the jobs they had acquired, Heavy and Medic going off to the Doctor's, citing a task they promised to help him with. All of them wandered off to their various destinations.

Save for Spy, who realized, to his irritation, that he still had no form of employment.

"Well, zis is moderately embarrassing," he muttered. "How could I have let it go zis long?" With all the attacks, he had been relying on the stipend he had been getting from the Princesses to fund himself. But he knew he needed to find some form of employment if he wanted to fully adjust to this place. Even Soldier and Pyro, of all people, had found decent jobs.

"Well, I simply cannot foist myself off on Rarity or Zecora any longer," he decided. "Our base is almost completed anyway, so I will just have to find employment zat will suit my talents."_ Perhaps a private detective, or a journalist. Certainly a half-changeling with ze ability to turn invisible can find a story._

Spy took to the air and began flying towards the town newspaper. He paused, hearing a gentle singing voice coming from nearby. He turned, listening for the lovely sound, and spotted Sweetie Belle by a river, apparently practicing a song.

Interested, Spy floated over to listen, instinctively turning invisible as he perched on a nearby tree.

"We are the Cutie Mark Crusaders, on a quest to see who we are," Sweetie Belle sang. "Every day is a new quest, taking us to every star..."

She paused, a thoughtful look crossing her face. "Yeah, that works," she muttered, and began to sing again, her voice melodic and strong. "Our Cutie Marks define who we are. We'll seek out ours, no matter how far we have to go, we'll never say no, to try something new, to each other true... Together forever, and never apart, we..." She shook her head. "No, that last bit's been used."

She shrugged. "Well, the old song's still good," she said. "I'll finish the new one later."

"Indeed it was, my dear," Spy said, appearing in a swirl of smoke. Sweetie Belle eeped, whirling towards him, and relaxed when she saw who it was. "Oh! Hi there, Spy! How you feeling?" 

"Better zan I have been," he admitted. "I still hear Chrysalis in my head, but since she's switched sides, it's no longer an invasive sound."

"That's good," she said, smiling cutely.

Spy grinned at her, and glided down beside her. "What's good, my dear child, is your singing. Tres bon," he said.

Sweetie Belle blushed. "Aww, it's not that good," she said.

Spy chuckled. "You underestimate yourself, my dear," he said. "Where did you learn how to sing so well?"

Sweetie Belle shrugged. "I've just always been able to, I guess. It's just something I do," she said.

Spy nodded. "Perhaps your talent for music is your Cutie Mark talent?" he suggested.

Sweetie Belle hesitated, frowning.

"...You suspected zis already," Spy said, realizing.

Sweetie Belle nodded. "...Part of it is that I'm scared to death of singing alone in front of large crowds. And if I'm meant to be a singer, then that's what I'd have to do. And the other..." she trailed off.

Spy nodded, realizing again what she meant. "You are afraid of what will happen if you get your Cutie Mark before your friends do."

Sweetie Belle nodded. "I mean, what will happen to us? Will they get mad at me, or jealous? And if we all get our Cutie Marks, will we stop being the Cutie Mark Crusaders?"

Spy chuckled, shaking his head. "Sweetie Belle, how did you react when you thought Apple Bloom had gotten her Cutie Mark during ze Cutie Pox fiasco?"

"I was proud of her, glad for her," Sweetie Belle said, confused. "But what does that have to do with anythi..."

"How did Scootaloo react?" Spy interrupted.

"Same way," she said. "Why?"

"Well zere you go," Spy said. "Zat's one thing you don't have to worry about. And I'm sure Apple Bloom would react ze same. A true friend, Sweetie Belle, will support you no matter what. And from what I've seen of you three together, you are true friends indeed."

Sweetie Belle smiled, feeling a little better about things.

"As for whezzer or not you will be Cutie Mark Crusaders anymore, I see no reason why ze Crusaders cannot continue after you all get your Cutie Marks. If nothing else, you can help ozzer foals on their quests to identify zere own talents," Spy said.

Sweetie Belle grinned, liking the idea. "We could, couldn't we?" 

Spy nodded. "Indeed," he said.

Sweetie Belle giggled. "And who knows? Maybe something else my talent, too!" she said.

Spy blinked. "Such as?"

"Well," Sweetie Belle said, "Singing's good and all, but I'm hoping to take after my big sister and become a fashion designer!"

Spy stared at her, and frowned. "...Sometimes one's life choices takes you in directions you'd rather not go."

Sweetie Belle blinked. "What do you mean?"

Spy looked at the backstab symbol on his flank. "...I wanted to be a singer," he said. "But zen this happened..."

Sweetie Belle frowned. "...What does your Cutie Mark stand for?"

"I am an assassin, child," he said softly. "A killer. I can tell you ze EXACT moment my Cutie Mark would have appeared had I been born a pony razzer than a human..."

Sweetie Belle sat down next to him, curious. She had never even thought that some Cutie Mark stories could be sad...

Spy, sensing that she wanted to know, shook his head and sighed. "...My fazzer was... unpleasant," he started. He then thought for a moment, and shook his head. "No, let's not pussyfoot around. He was an abusive boor who took great pleasure in causing my mozzer and I great pain. He wasn't taking out frustration with life on us, he simply was a brute. On my seventh birthday, my mozzer gave me my balisong." He took out his knife with his tail and began playing with it, twirling it around his hoof. "My fazzer took offense, and broke my mozzer's arm, and tried to take it from me. I ran and hid, not wanting to give it up. He followed, of course, but he never found me. Never noticed me. Not until I got behind him and stabbed him in the back of ze neck with it, killing him instantly."

Sweetie Belle's eyes went wide, her ears laid back against her head.

Spy sighed. "Zat is what my Cutie Mark means, child," he said. "It is a showcase of my talents as a stealth killer. A skill I have refined into pure artwork over years of practice." He gave Sweetie Belle a pointed look. "Which is why I'm so very concerned about your tactic of trying every talent until something sticks. Something you may not want may end up being what causes your Mark to appear."

Sweetie Belle frowned. "I... never really thought about it like that."

"It took me years of practice to get my singing ability to where I wanted it," Spy said. "The killing... just came far more naturally..." He gave Sweetie Belle an apologetic look. "I do not mean to fill your head with such unpleasant images. I am simply burdened with ze need to be realistic. Nor do I mean to discourage having fun and adventures with your fellow Cutie Mark Crusaders. I am simply asking you to focus on the talents you KNOW you have. Refine your musical skills. Overcome your fear of singing alone in front of large crowds. I'll even help you learn songs to sing. And just let your games with the Crusaders be that – games."

Sweetie Belle nodded. "I will. ...And I guess you don't want me to spread around that story about your father, either," she said.

Spy nodded, smiling softly. "Indeed," he said.

Sweetie Belle smiled, and nuzzled him, surprising Spy. "Don't worry. I can keep a secret," she said.

"I appreciate it greatly, dear Sweetie Belle," Spy said.

Sweetie Belle nodded, and began to stroll down the riverbank, humming to herself.

"That was a very kind thing you did, to give advice to that sweet little kid," Zecora said, startling Spy, who reflexively turned invisible. The zebra chuckled as Spy reappeared, an amused look on his face.

"And here I thought I was supposed to be ze stealthy one," Spy said, coming up to her and nuzzling her. "What brings you to town today?"

"I was concerned about your plight, and wished to see if you were still all right," Zecora said. "I remember it was that you said, that you still have Chrysalis inside your head."

Spy nodded. "But she's not actively attempting to control me anymore," he assured her. "I hear a low sound at ze back of my thoughts zat I know is her, but it's not invasive." He grinned, and added, "And I assure you, my thoughts are dominated at zis moment by a much lovelier mare."

Zecora blushed. Spy waggled his eyebrows at her. "I have some free time, Zecora my dear. Would you like to join me for lunch?"

Zecora nodded. "Oh yes, it is true, I would greatly love to," she said, she and Spy walking off together. As they did, Spy thought, to his amusement, that he may have found his line of work after all.

_Me, a singing teacher, _he thought. _How delightful. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Across town..._

_Dentist's office..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Minuette finished with her latest patient, admonishing her to brush more often. She sighed, temporarily closing up shop to take a lunch break, when she heard a knocking on the door.

"Sorry, I'm closed for lunch," she said. "If you come back in an hour, I can set up an appointment for you."

"Good day, madame!" said a voice the unicorn knew, "I'm here with the Cloudsdale Encounters society. We've heard that you've encountered a strange, sexy beast before and would like to get your opinions on how handsome he is."

Minuette chuckled, turning to see the dark blue coated pegasus with the constellation Cutie Mark standing in her doorway. He grinned, waggling his eyebrows at her.

Minuette smiled gratefully. "Good to see you, Orion," she said.

The pegasus chuckled. "Good to see you, gorgeous," he said. "We really need to talk more often. I haven't seen you since I moved to Cloudsdale after the tornado fiasco. And speaking of things we need to do more often, how's the Doc?"

Minuette frowned. "That's why I needed to have you here, Orion," she said. "Something's come up."

Orion quirked an eyebrow. "Must be something big," he said. "I saw those mercenary guys around town today. That big one, Heavy, is a real cutie. Can't they or the Elements handle it?"

"It's major, Orion," she said. "I'd just... feel better if we all were here... Jack..."

Orion blinked, becoming visibly worried. "...You wanted me as Jack Harkness, not Orion," he said softly.

"And I need to be River Song instead of Minuette..." she said. "Jack, things are starting to go very wrong." She explained what's happened.

"Geez..." Orion said, looking visibly shaken. "And you say these things KNEW the Doctor and everything he did? And they weren't afraid?"

Minuette nodded. "I'm worried they may know the truth, Jack..."

Orion blinked. "The truth? What are you..." he started, trailing off as a horrible realization came to him. "This Slender thing... he's asked The Question, hasn't he?"

"Maybe it's best if I just showed you," Minuette said.

Orion nodded. Minuette led him to the Doctor's laboratory. Medic and Heavy were there, which wasn't surprising, as the Doctor had decided to start talking strategies with the various BLUs since yesterday.

What was surprising were the recent additions to the décor.

"My God..." Minuette said. "This wasn't there yesterday!"

"Holy..." Orion said softly, looking around at the words DOCTOR WHO? painted all over the walls. "Please tell me that's not blood..."

The Doctor, noticing them both for the first time, nodded. "I'm afraid so. Found all this when I woke up... Medic and Heavy are going to help me determine WHO'S blood this is."

"Geez..." Orion said. "Well, I'm here to help any way I can."

Heavy rumbled at him irritatedly. "And who are you, tiny blue thing?"

Orion blinked. "Oh! Sorry, sorry," he said, coming up to Heavy and smiling his charming smile, making the big Earth pony blush. "Name's Captain Jack Harkness. And I must say you are even more gorgeous up close."

Heavy blinked, blushing and grinning, pleased at the compliment.

"Jack, quit it," the Doctor muttered, rolling his eyes.

Heavy grinned. "Not really complaining, Doctor," he said.

"Oh for Heaven's sakes," Minuette said, exasperated. "We are on a bit of a task here!"

"Well, I can't help it," Orion said, smirking. "This big hunk of Russian beefcake here is amazing."

Heavy found himself at a bit of a happy loss. He had never had someone just flat out come onto him like this.

Medic coughed, trying to get everyone back on task (and finding himself baffled by the fact that he was feeling jealous of Orion). "Ve vill take ze samples of blood back to ze hospital und do some cross-matching. Ve should have results soon."

"Thank you again," the Doctor said, starting to clean up. "This is most embarrassing..."

"You were right to call me in on this, River," Orion said softly to Minuette after Medic and Heavy left.

"Indeed," Minuette agreed. "Because if the Doctor finds out the REAL answer to that question, the answer that we know and he doesn't, then all three of us are done for..."

None of them noticed Slendermane silently watching them from a nearby rooftop.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere in town..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scout camly flew about his mail route, delivering the daily mail to everypony. He whistled to himself, silently glad he had such a short route today. Derpy may be a klutz in almost everything else, but she was absurdly efficient when it came to getting the mail delivered on time.

As he finished delivering the last of his packages, a large pair of parcels meant for Filthy Rich's estate, he noticed Scootaloo at the park, zipping and darting about on her scooter. He quickly delivered the packages and headed back, watching Scootaloo play.

She didn't know much about the kid, save for the fact that she was Rainbow Dash's biggest fan and had been assisting her during the whole 'blindness' problem. Rainbow Dash herself had nothing but glowing things to say about Scootaloo, which had piqued his interest into learning more about her.

Once he was done, he came back to see her readying up for a trick. He hovered above her as she revved up her wings and took off like a shot. She leaped up onto a stair railing, grinding down it and gracefully twirling off of it. She skidded underneath a low bench, tucking her wings in to avoid hurting herself, and flipped up onto a ramp.

Scout watched, impressed, as she went up the ramp, doing a graceful aerial spin while twirling her scooter, and landing with a perfect pirouette.

"NICE!" Scout said, applauding. "That was friggin' awesome!"

Scootaloo meeped, surprised, and then blushed when she realized she was being praised. "Thanks. Scout, right?"

Scout nodded. "Yeah. Sorry I never introduced m'self before now," he said. "Never been the type to sit still for very long, so I ain't at Dash's house that much."

Scootaloo nodded. "That's okay. You and that Sniper guy are helping Rainbow Dash, so you're okay by me," she said, grinning widely.

Scout shook his head, chuckling. "You're really a fan of Dasher, huh?"

Scootaloo nodded vigorously. "Oh yeah, she's the best! The fastest, most awesome pegasus in all Equestria, in all the WORLD!" she gushed. "And I'm gonna be just like her when I grow up! I just gotta find out what my Cutie Mark is, and then I'll be all set to start training for the Wonderbolts!"

"Easy there," Scout said. "Gotta let yourself be a kid first."

"I..." Scootaloo stopped herself, and blushed. "Sorry... Rainbow Dash said that to me too, I guess it just didn't stick."

Scout chuckled. "Yeah, sometimes things gotta be pounded in before ya actually get them. My ma had to do that with me and my seven older brothers. What about your ma? She ever have to thump a lesson into you?"

Scootaloo's face fell, and she pawed the grand nervously. "I... um... I don't have a mother, or any family..."

Scout cringed. "Ah..."

Scootaloo gave him a pleading look. "Don't... don't tell Rainbow Dash or anyone else... I live in the orphanage outside of town. I get enough flak from Diamond Tiara and Silver Spoon about being a blank flank, I don't need that added in... Plus, Rainbow Dash wouldn't want to be seen with a loser orphan... She wouldn't have taken me under her wing like she did. Only reason I'm as close to flying on my own as I am now is because she's been teaching me..."

Scout just quirked an eyebrow. "Well, you never know. She may surprise you. But let's focus on the good. Like that wicked stunt you just pulled," he said.

Scootaloo grinned again, grateful for the change of subject. "Thanks! And that wasn't anything special, just something basic I do for practice."

Scout went wide-eyed. "Pretty awesome frickin' practice," he said. "It's a helluva lot more than I can do, even in my real body."

Scootaloo blushed, giggling at the praise. "Thanks..."

"No, seriously," Scout insisted. "That was friggin' awesome. All graceful and stuff. You ever think you could be a dancer?"

Scootaloo gagged. "Dancer? No way. That's not cool."

Scout blinked. "Why not? I took dance lessons."

Scootaloo stared, visibly shocked.

Scout nodded. "It's true! My ma insisted, and I took the lessons seriously for her sake. Never thought I'd need it, but they turned out to be pretty handy."

Scootaloo frowned, trying to process this. "...You're a mercenary. That knows how to... dance?" She shook her head. "How does dancing translate at all to fighting?"

Scout chuckled. "Not so much the dancing as it was having the footwork I gained from the dancing lessons. Lemme tell you about my first day on the job. I was the fifth to be hired, after Heavy, Soldier, Engineer, and Demoman in that order. Hired after me were, in order, Sniper, Spy, Medic, and Pyro. We had just gathered together for our first war game, a Capture the Flag match..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The past..._

_Human world..._

_2Fort..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Anyone else weirded out by the fact that the RED team has the same faces as us?" Scout said, idly chewing some bubble gum. "I'm just sayin,' is all.."

"QUIET maggot!" Soldier barked as he paced around the table, adjusting a map that had what looked to Scout like random scribbles all over it. "No talking in ranks!"

Scout just rolled his eyes, leaning up against the nearby wall, looking around at the others. Pyro stood apart from everyone, looking standoffish and nervous, idly fiddling with his (her? He couldn't tell) flamethrower. Heavy had his arms folded, glaring down at Soldier, who was cackling evilly as he looked over his notes and map. Demoman was sitting at the table, sipping from a bottle of scrumpy, while Spy idly played with his knife in another corner, shrouded by cigarette smoke. Sniper sat at the table next to Demoman, sipping a cup of coffee, while Medic and Engineer sat in a corner. From the way the two geniuses were amiably chatting, he guessed it was about science stuff he didn't understand.

"All right, maggots," he said. "As Scout pointed out so whiningly earlier..."

"Hey hey!" Scout protested.

Soldier ignored him. "...the RED team is a bunch of worthless baby copycats. This is to their DISADVANTAGE! Their base is an exact replica of ours in every way, save they use inferior materials! Which obviously means their WEAPONS will be inferior as well!"

"Except zat zey aren't," Spy muttered. "Any fool could see zat zey have ze same equipment we do."

"Ahah! But I am not just ANY fool!" Soldier said proudly.

"Well, you can't argue with that logic," Scout cackled.

Engineer had to look away and cover his mouth to hide his laughter. The others didn't do as well in hiding it, save for Pyro, who just stared at Soldier curiously.

"ATTEN-SHUN!" Soldier barked. "We have a WAR GAME to win, people! I will not accept anything other than the TOTAL DESTRUCTION OF OUR ENEMIES!"

"And gettin' the briefcase three times, of course," Engineer said.

Soldier stared at him blankly.

"Laddie, ye DO remember what we're supposed te be doin' for this game, right?" Demoman said.

Soldier snorted. "OF COURSE I DO!" he said. "I remember it well! JUST LIKE I REMEMBER ALL THE GREAT BATTLES OF HISTORY! Such as when the invincible Achilles Hale fought at the Battle of Troy, but used his legendary Shockwave Heel Kick too much and made it vulnerable for just that one moment!"

Sniper rolled his eyes. "Mind addin' a nip of that to my coffee, mate?" he said to Demoman. "This is gonna be a long day..."

Demoman obligingly poured some scrumpy into Sniper's cup. Soldier growled. "Pay attention, maggots! I have thought this out thoroughly and have come up with a plan that is both BRILLIANT and SUBTLE."

"This ought to be good," Medic muttered.

Soldier grinned evilly. "Oh, it will be! Now listen. Heavy, I want you to execute a Delta Thirty Nine charging maneuver. Spy, you'll be going for a Spirit of Seventy Six with a Side of Fries, while Scout supports you with a Twenty-Three Skidoo! Demoman, I need you to do a Eighty-Eight Keys play while Sniper advances with a Whop-Bop-A-Loo-Op. Pyro, you're on the Whop-Bam-Boom, while Engineer does a Sixty-Niner Ocean Liner. Medic, your job is to perform a Cookie Time Chimichanga," he said, complimenting his explanations with rather absurd hand gestures.

Everyone stared at him incredulously.

"...What," Spy said.

Soldier grinned, clearly proud of how 'clever' he was. "I had to disguise our maneuvers with code names! You never know if the RED Spy is here or not!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Now..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"You're making this up!" Scootaloo said, grinning. "No way Soldier made up those stupid names for such a stupid reason!"

"I kid you not, kiddo! Solly wasn't anywhere near as stable back then as he is now," Scout said. "Having friends did him a world of good, I think."

"They usually do," Scootaloo said, nodding.

"Anyway, lemme finish," Scout said, chuckling.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_2Fort..._

_Then..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The other BLUs just stared at Soldier, unsure of what to make of his plans. It was later agreed that Pyro said it best.

"Yrr slly," she said.

"Silly with BRILLIANCE!" Soldier said. "Our first match as a team is in twenty minutes! Be ready! DIIIIISMISSED!" 

Only Scout and Spy saluted, Spy mocking him by giving an upturned palm British salute instead.

"Is good plan, Soldier," Heavy said, giving a fake smile, "And I assure you that we will give careful consideration to using plan next week."

"Good!" Soldier said. "You'll all see my tactical genius soon enough!" And with that declaration, he marched out of the room. Heavy rolled his eyes.

"Vell, I feel dumber just for listening to zat," Medic muttered.

Heavy looked at the map, pondering something, and nodded. "Da, this will work," he said. "I have better plan."

"At this point, laddie, we'd take anything," Demoman said.

Heavy nodded. "Soldier will obviously be advancing across bridge towards intelligence room, or at very least trying to kill every RED he sees. Demoman and I will do the same, only we will actually try pushing forward for intelligence," he said. "Medic, you will focus on healing the three of us with medical gun."

"I vouldn't rely on it," Medic said. "It's still a prototype. At best, it can give you a quick fix by healing you up to full health. Engineer is helping me develop an improved version."

"Still, is best bet for battlefield health right now," Heavy said. "Engineer, you and Pyro will take position in intelligence room."

"Whht?!" Pyro protested. "Why stck mhh in thh bhhsemhhnt?"

"Engineer's defense buildings are too important and must be maintained, since they cannot be moved once placed. You must watch for RED Spy and set him on fire if he tries for them," Heavy explained.

"That still won't do me much good if their Demoman starts chuckin' bombs," Engineer said, frowning, clearly not wanting to be in the same room as the Pyro. Plus, what Heavy mentioned made him realize that not being able to move his buildings once placed was a severe weakness. He needed to adjust his build tool's settings so he could deactivate and fold up his buildings on the fly...

"Shoot bombs before they blow up," Heavy said. "Is best I can think of right now."

Pyro frowned, and looked at her flamethrower. Maybe if she modified it so it could shoot blasts of compressed oxygen from her tank, blow the bombs away...

"Sniper," Heavy continued. "You will take position on upper deck and cover people going over bridge. Is obvious tactic, so is most likely that RED Sniper will do the same." 

"Obvious yes, but it's still a good one, mate," Sniper said, nodding in approval.

"Spy and Scout will be our best options for getting intelligence from enemy base," Heavy continued. "Scout, you will advance through bridge with rest of us, and we will give you covering fire. Spy, you will advance through sewers to enemy intelligence. Base layout is mirror of ours, so it should be easy to find."

"Wonderful," Spy muttered. "Sewer water all over my suit."

"Does tiny baby Spy have better plan?" Heavy teased, smirking.

Spy rubbed his temples. "No, and zat's part of ze problem."

"Hey, at least you ain't runnin' through bullets and bombs ta get to the briefcase," Scout said.

"Just be ready to go in zere when I give ze signal," Spy said, glaring at him. "Heavy's plan is good, but ze placement for ze Sentry is an obvious one. I'll most likely have to sabotage their Sentry and kill ze RED Engineer."

Scout snorted. "Whatever," he said.

Heavy nodded. "Engineer, is respawn device functional?"

Engineer shook his head, sighing. "We'll find out soon, won't we?" he said softly.

Heavy scowled. "It will have to do," he said. "Get ready."

Everyone headed out to check their weapons, and headed to the supply room, gathering there with Soldier, who looked absurdly eager to fight. Scout rolled his eyes and checked the reload system Engineer had set up for his scattergun, which allowed him to reload it simply by just ejecting the used up shells. Sensing everything was in order, he nodded, and got ready to fight.

The Administrator called the opening to the fight, and Scout charged out with the others, immediately heading for the front.

\ Almost immediately he found himself with a rocket flying at his face. "WHOA!" Scout shouted, knee-sliding underneath the rocket and scrambling back as RED Heavy opened fire with his minigun. Scout skittered backwards as his own team's artillery line came out, firing rockets, bombs, and bullets, the RED team responding in kind.

Scout saw his RED counterpart starting to advance, saw the waters in the sewers below stirring as Spy swam invisibly through them, and knew he had to go. He pulled his ballcap down slightly, and nodded, charging down the center of the bridge. Moving quickly, he dodged around rockets and bombs being shot his way, skipping back a step and leaning back to avoid the RED Sniper's attempt to shoot his head off, and leaped over RED Heavy's head as he shot at him, thrusting downward hard with his legs in mid-air, forcing himself upward to do a double jump.

Scout ran into the building, RED Demoman snarling and following after him. Scout leaped and spun around, avoiding the bombs being shot his way, either dodging the blasts completely or only catching the edges of them. He ran towards the intelligence room, spinning and firing away at RED Demoman with his Scattergun, catching him with a point blank burst and killing him as he was reloading his launchers.

"Oh yeah," he said, preparing to charge into the intelligence room. As he went in, though, he had another encounter. This time with RED Pyro.

"Aw crap," he muttered.

RED Pyro giggled, and turned her flames on Scout, running towards him and sweeping her flamethrower in every direction. Scout jumped and dodged and twirled around Pyro's attacks, shooting her over and over with his pistol until she collapsed, bleeding from her injuries. Scout twirled his pistol and holstered it, preparing to make his way into the intelligence room. As he did, though, he heard the RED Engineer call out in pain, his equipment shorting out. Scout cautiously peered in, seeing Spy standing over RED Engineer's body, his Sentry and Dispenser rendered inert by his sappers.

Spy adjusted his tie. "Get the briefcase," he said. "I will stay here and keep their Engineer from rebuilding."

Scout nodded. He grabbed the briefcase off of the table, and dashed up the nearby stairs, leaping his way past RED Sniper and dashing across the bridge back to his own base.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Now..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Cool!" Scootaloo said, visibly impressed.

Scout nodded. "Yeah. I got the briefcase back no problem, in some cases literally dancin' around them mooks the whole time. I got it the other two times as well, only dyin' once to RED Engie's Sentry. I remember, after just barely managing to avoid gettin' blown up by RED Demoman that first time, I was thinkin' 'Thank you Mom, thank you Mom' over and over again. If I didn't have the steps, I wouldn't have lasted anywhere near as long as I did that first day."

"I guess so!" Scootaloo said, nodding.

"Y'know, I actually went to see a Wonderbolts show a little while back. Great fliers, the lot of them. But here's the thing," Scout said. "There's LOTS of different kinds of fliers. Fast ones, powerful ones, agile ones that danced around the sky, and fliers that make the sky dance around them. You, Scoots? You got the makings of one of the finest dancers I've ever seen in my life. And that's pretty dang cool in my book. You got moves at your age that took me years to learn and I still ain't perfected."

Scootaloo looked thoughtful. "...You really think so?"

"I know so," Scout said, poking her in the chest. "You just gotta find the right teacher."

Scootaloo bit her lip nervously. "...You really think that Rainbow Dash would think it's cool?"

Scout chuckled. "Kiddo, everything Dash has ever said about you has been nothin' but good. She'd stand by you all the way, just like you been standin' by her since that Masky piece o' crap blinded her."

A thoughtful look crossed Scootaloo's face . "...Never really even considered it before."

"You're a natural, kiddo," Scout said, smiling warmly. "And Dasher's more likely to stand behind you than you're givin' her credit for. Give it a try sometime."

Scootaloo nodded, grinning. "I will, then. Thanks for talking with me, Scout!"

Scout chuckled. "Hey, no problem," he said, taking to the air and flying off.

Scootaloo, meanwhile, just stared at the ground, pondering what Scout had told her. Slowly, she stood up on her hind legs, maintaining perfect balance, and did a graceful pirouette.

"Huh..." Scootaloo said as she went back down on all fours. She smiled. "Well... maybe."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sweet Apple Acres..._

_Later that day..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Apple Bloom, wearing a saddlebag with some blueprints in them, went up to Engineer, who was busily typing away at a computer that was attached to his Gem Sentry, his goggles and hardhat laying nearby. The design had been refined greatly, resembling a beautiful, sapphire-colored alicorn mare with a long, crystalline horn, large, elegant wings, shining white eyes, and a glistening, flowing mane and tail made of wires, the effect making it seem that the Sentry's mane and tail were bound in slender locks. When Apple Bloom looked closer, she saw that at the end of each 'strand' of hair had a device of some kind on the end of it with a small gem bound in it.

"Well howdy, little darlin,'" Engineer said, looking up from the computer. "What brings you here?"

Apple Bloom smiled. "School's out 'cause of some teacher's meeting this afternoon, so ah figured ah'd look in on y'all." 

Engineer chuckled. "Mighty neighborly of you," he said. "I was just writin' up an operating system for Gem Sentry here. Your idea about makin' the solar collector on her back more naturally curved helped me come up with some ideas for makin' her seem more natural-lookin.' Ah even added some extra energy collectors on her hair. I've finished designin' her body, I just need to make her mind." 

"Is that what all those numbers are for?" Apple Bloom said, looking at Engineer's computer screen.

Engineer nodded. "Math's pretty much universal, wherever you go. Twilight's notes on magic are helpin' me out a lot in designin' an AI program for her," he said. "And this... Ah made her because ah didn't feel right without a Sentry, but ah'm startin' to think she can be more than just a weapon. Ah can make her an actual person."

Apple Bloom grinned widely. "That's pretty neat," she said.

Engineer smirked. "Ah think so, yeah," he said.

"You ever think about makin' your other Sentries actual people?" Apple Bloom asked.

"Oh sometimes..." Engineer said. "Heck, ah kinda think of them as mah kids anyway. Especially after mah ex-wife Irene took mah daughter Krista from me."

Apple Bloom blinked. "Yer daughter?" she asked. "Why'd she do that?"

Engineer sighed, stopping his typing. "Irene... was ambitious. She had a specific lifestyle she wanted and only married me because she thought mah genius could bring her that lifestyle. Ah invented mah Sentries first, but only because a weapon was easiest to make. When she took offense to the fact that ah wouldn't sell the design for mah turrets to the military, she divorced me and went about doin' whatever and WHOMEVER she could to get custody of our daughter, whom she didn't even want in the first place, just to punish me for not doin' things the way she wanted."

"She stole yer daughter... just to hurt you?" Apple Bloom said, stunned. She was so used to having a loving family that the very idea of it was strange to her.

Engineer nodded. "Oh, ah get visitation rights now and then," he said. "But she has full legal custody. And as much as ah'd like to, if ah did send... let's say Spah after her, custody would just go to her parents, who are just as bad as her..."

"...That's messed up," Apple Bloom said.

Engineer chuckled. "Yeah, that's pretty much the whole situation in a nutshell," he said. "Ah'm just hopin' to get back to see her again someday..."

"Or maybe she could come here?" Apple Bloom suggested.

Engineer sighed. "She would love it here..." he said softly. "Anyway. Whatcha need, Apple Bloom?"

Apple Bloom blinked and nodded. "Oh yeah!" she said, pulling out the blueprints and unrolling them. "Ah was thinkin' on buildin' up the clubhouse, makin' in bigger, give us s'more room to play in. Since you're the builder, ah figured ah'd get you t'help me come up with the design. Ah got some starter stuff right here..."

Engineer picked up the plans and looked them over. They were a simple expansion, adding two more rooms to the clubhouse, but to Engineer's surprise, he saw that Apple Bloom had pretty much covered all the design elements needed, including bracers to support the new additions.

"Ah... wow, Apple Bloom. Ah cain't see anythin' that needs to be added," Engineer said, visibly impressed.

Apple Bloom grinned. "Y'really think so?" she said, looking over her plans. "Ah mean, ah just put what ah thought was needed and all, but..."

"But nothing," Engineer said. "Apple Bloom, most design students couldn't come up with somethin' this advanced until their second year of college. Y'all have a real knack for designin.'"

Apple Bloom blushed. "Well, ah guess it's always been easy fer me..."

"Apple Bloom, ah'm honestly surprised you don't have your Cutie Mark right now. You've got a real knack for this," he said.

Apple Bloom frowned. "Well..."

Engineer chuckled, understanding her sudden hesitation. "But y'all were kinda hopin' to do somethin' else with your life."

Apple Bloom nodded. "Mah big sister and big brother, they're totally awesome! They're great farmers, and the best athletes in Equestria. Ah really wanna be like them some day!" she said.

Engineer quirked an eyebrow. "Even with all the stuff you, Sweetie Belle, and Scootaloo are doing as the Crusaders?"

Apple Bloom bit her lip. "Honestly? At this point, ah sorta know what ah WANT to do. Ah just like playin' with the others."

Engineer nodded. "All right then, lemme ask you a few questions," he said. "First, are y'any good at applebucking?"

"...No," she admitted. "But that's just 'cause ah'm small! Ah had an idea for a gizmo that could help knock them apples right off the trees, ah just cain't find all the material ah need for it..."

Engineer just grinned, a fatherly expression on his face. "How about sellin' apples? Can y'do that?" he asked.

Apple Bloom cringed. "Ah... no. Mah one attempt at it made Applejack forbid me from helpin' her with apple sellin' ever again."

"How about the business end of things? Farming itself?" Engineer pressed.

Apple Bloom pouted. "Ah can learn..."

"Yes, but do you find them fun?" Engineer asked.

Apple Bloom hesitated, and sighed, shaking her head. "No..."

"But you do find building and designing to be fun," Engineer said. "That it comes easily for you."

Apple Bloom nodded. "Yeah, I guess..."

Engineer smiled, mussing her mane playfully. "Darlin,' it's like ah said before. The buildin,' the engineerin,' that's gotta be your talent. All you gotta do is accept it, and you'll have that Cutie Mark."

Apple Bloom still looked doubtful. Engineer chuckled.

"Listen. Why don't you try buildin' that apple-buckin' machine you mentioned WITHOUT blueprints? As a self-imposed challenge," he suggested.

Apple Bloom looked stunned by the suggestion. "No blueprints? But without a design..."

"Consider it mah way of helpin' you test to see if engineerin' is your special talent," Engineer said.

"But..." Apple Bloom started. But even as she said it, she found the idea appealing to her. "Well... okay..." Apple Bloom said. She smiled and picked up her blueprints, heading off, already making plans in her head.

As she left, Rarity entered the barn, telekinetically carrying a picnic basket. "That was a very nice thing you just did for her," she said.

Engineer chuckled. "Sometimes all y'all need is a little push in the right direction," he said.

Rarity nodded. "And sometimes that push has to come from outside your own family..." she said. "I overheard Spy talking to Sweetie Belle earlier about her singing. I've always told her she has a lovely voice, but she may have just been dismissing it as sisterly affection..."

Engineer smiled. "Spah's good to talk to when you need somethin' straightened out in y'head," he said.

Rarity nodded. "So it would seem," she said. "Dell... I wanted to talk to you..."

Engineer sighed. "About that memory that Queen Sombra drudged up," he guessed.

Rarity nodded. "To see, to FEEL what that... that HARRIDAN did to you..."

Engineer smiled wearily. "Rarity, ma'am, ah appreciate what you're tryin' to do. But that ain't exactly the easiest thing for me to talk about."

"Fair enough," she said. "Then may we just sit and chat for a while?"

Engineer nodded, telekinetically pulling over another hay bale for Rarity to sit on. She hopped up to join him, looking over at Gem Sentry.

"She looks magnificent," Rarity said.

Engineer chuckled, and tapped his head. "A little bit of your design aesthetic got copied over to me when we merged that first time," he said. "First time in m'life ah decide to combine form AND function. And if ah get this AI program complete, she'll be her own person as much as she is a weapon."

"I look forward to meeting her, then," Rarity said, smiling. She sighed, and said, "Did you ever wonder if sometimes you're not as good a pony as you should be?"

Engineer blinked. "What brought this on?"

Rarity grimaced. "Oh... I had been holding an order for someone, letting them make periodic payments on it... I called them, ever so polite, to remind them that the time we agreed upon for a payment was coming up... And they called me a greedy money-grubber."

Engineer frowned. "Well, that ain't right," he said. "Y'all have to pay your own bills, too."

"I know, I know, but sometimes..." Rarity said. "Oh, it's silly really..."

Engineer smiled. "You know you can always talk to me, Miss Rarity," he said.

Rarity sighed. "I just... sometimes wonder... I do love money, love gems... I love the idea of having status, of being a socialite... I wonder, though, if I'm worthy of my Element of Harmony." She chuckled weakly. "It's silly. I just... doubt myself sometimes... and it helps to vent to somepony..."

Engineer looked thoughtful for a moment. "...Rarity, let me show you something," he said. He concentrated, his horn glowing, generating a holographic image of a lovely, buxom human woman with long blonde hair. "This? This is Irene, my ex-wife. Built like a goddess and just as lovely. She's also evil, cruel, manipulative, heartless, and a whore." His horn flashed, and the imaged changed, becoming an image of a pudgy human woman with a harsh face, covered head to toe in burn scars, her face and hands scarred the worst of all. "That's what Pyro looks like when she ain't wearin' her fireproof suit. She's a big ol' pile of frump and ugly, and there's that whole 'dangerously psychotic' thing... She's also sweet, kind to her friends, loving, and the most optimistic gal y'ever did meet."

"Good grief," Rarity said, chuckling. "To think she looks so cute now, especially with that bow Fluttershy gave her..."

Engineer chuckled. "She's one of the best things ever t'happen to me, ah admit that freely," he said. "But you, Miss Rarity?" Engineer's horn flashed, the image changing to Rarity. "You're that rare, wonderful combination of as beautiful on the inside as you are on the outside."

Rarity blushed. "Thank you Dell..."

Engineer smiled warmly. "Ah mean it," he said. "Ah've seen into your head, just like you've seen into mine."

Rarity nuzzled him. "You're a good person, Dell Conagher," she said.

Engineer grinned. "Ah try," he said.

The two unicorns chatted amiably for a good long time afterward, enjoying the sandwiches Rarity brought, the two of them talking well into the evening. They eventually bid farewell to one another, Rarity heading back to her home, while Heavy joined Engineer in the barn.

"Sentry is almost ready?" he rumbled, smiling widely.

Engineer nodded. "Just gotta finish up writing her AI program," he said.

Heavy blinked. "Engineer is making Sentry autonomous?" he asked.

Engineer nodded. "Ah've always wanted to make a real artificial intelligence, one that could learn and grow on its own. And with the notes on magic, specifically animation spells, that Twilight's given me, ah might just be able to make her real, not just some creation. Heck, she might even earn her own Cutie Mark."

Heavy grinned widely. "Engineer is credit to team. Engineer will do amazing job," he said.

Engineer quirked an eyebrow. "You're in a good mood," he said.

Heavy chuckled. "Met friend of Doctor Hooves today. Captain Jack Harkness. He LIKES me," he rumbled.

Engineer smiled warmly. "Well I'll be," he said. "How's Medic taking it?"

Heavy grinned. "Doctor is so cute when he's pretending he's not jealous. Still, I am considering Captain Jack's offer. He is very handsome stallion..." he rumbled, yawning.

Engineer shook his head and yawned as well. He saved his work on the computer, and laid down to sleep as well. A few minutes later, though, his eyes popped open again. And they were glowing black.

"The fifth gate is opening..." he said softly in a voice not is own.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_2Fort..._

_RED Barracks..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Wake up!" Merasmus insisted, shaking RED Demoman.

"Merasmus," the Scottish demolitions expert muttered, "if I open me eye and yuir there, I'm gonna pull yuir eyeballs out through yuir nostrils and keep one o'them for meself."

"Demoman, please," he said. "Something very bad is happening, I can sense it."

"So go sense it in yuir own bloody room," RED Demoman muttered, putting a pillow over his head. "We nearly got perma-killed at bloody Bigrock today... Damned clever Engineer robots tryin' te find the respawn device..."

A scream echoed throughout the base, startling RED Demoman fully awake.

"Too late..." Merasmus said softly.

RED Demoman shoved him aside, pulling on a kilt to cover himself, grabbing his stickybomb launcher, and running in the direction the scream came from. He headed down to the intelligence room, joined soon after by the rest of the REDs, all armed, save for RED Engineer.

They found him huddled in the corner of the room, hiding behind a pair of level three Sentries, four Mini-Sentries, and a Dispenser, sobbing and clutching a wrench to his chest.

RED Pyro slowly moved towards him, setting her flamethrower down. "Engie?" she said. "Engie, what's wrong?"

"She's getting stronger..." RED Engineer whimpered. His goggles were off, his eyes glowing black. "The madness is growing... The fifth gate is opening, and I can't protect her from it... It opens in her, and in me, oh God help me, don't let it open, please help me!"

RED Pyro was visibly rattled. This was hitting way too close to home for her. "Engie... Protect who? What gate?"

Merasmus began chanting a spell, trying to track the source of what was affecting him. But as he did, RED Engineer suddenly jumped up, moving with inhuman speed and tackling the wizard, wrapping his hands around his throat and cackling. His eyes became catlike, glowing a deep, dark blue. The other REDs tried to pull him off, but RED Engineer swatted them aside as if they were nothing, keeping his grip on Merasmus's throat.

"No no no, wizard," RED Engineer said, his voice overlapping with a that of woman, one that reeked of evil and hatred. "You aren't going to do anything to stop this. I've already claimed four of the nine, and am in the process of claiming the fifth. The Elements of Harmony will belong to ME! _**NIGHTMARE MOON!**_"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Carousel Boutique..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rarity, as she prepared to bed down for the night, calmly brushed out her luxurious mane. She hummed softly, a gentle, tuneless song. She sighed, looking herself over, and shaking her head.

"Almost ready for bed, then, yes?" she said. "Time for a little fun first, though..."

She looked around, and slowly closed the door to her room. She then went back to her dresser, setting up a vinyl cloth on the surface of the dresser, opening a certain drawer and pulling out a small object.

A razor.

"Just a few cuts tonight, I think," she said. "Then a quick healing spell to remove the scars, and no harm done," she said. She close one eye, and drew the slim blade across her cheek, a slim trail of blood flowing as she shuddered in pleasure. She made another cut in her cheek, a slender stab of pain that made her moan softly in delight as warm blood flowed from the wound.

She licked her lips, and drew the razor across her muzzle, letting her blood flow down into her mouth. "Mmmm, oh yess..." she said. "Mommy becomes prettier every night..."

"Rarity?" said a soft voice from behind her.

Rarity eeped, whirling at the sound, spotting a sleepy-looking Sweetie Belle in the doorway.

Sweetie Belle looked alarmed at the sight of Rarity's injuries. "Rarity, are you hurt?" 

Rarity nodded. "Oh yes, dearest sister," she said. "And loving every minute of it."

"Wha?" Sweetie Belle asked, confused. "Rarity, what are you talking about?"

Rarity grinned, closing the door behind Sweetie Belle and pulling her into the room. "Dearest sister," she said. "I'm SO glad you decided to stay the night tonight. I've been wanting to share something with you. Something I discovered long ago, that brings me EXQUISITE pleasure."

Sweetie Belle gulped nervously, trying to pull away as Rarity pulled her closer and closer. "What... What do you mean?"

Once Sweetie Belle was in range, Rarity grabbed her and held her tightly. "R-Rarity, you're scaring me," Sweetie Belle said, shivering in fright as she tried to squirm out of her sister's grasp.

"Don't worry, Sweetie Belle," Rarity said, grinning wickedly and licking her lips. "Mommy's got you... And she'll never let you go." And with a quick gesture, she drew the razor blade across Sweetie Belle's cheek.

The younger unicorn yelped in pain, her eyes tearing up. "Rarity, that hurts! Why did you do that?" she whimpered.

"Because the bleeding..." Rarity almost hissed, licking her lips, "it feels fantastic. The pain, an exquisite pleasure like no other. And the copper taste of your own blood..." She moaned softly, cutting Sweetie Belle's other cheek, making her cry out again. "Delicious..."

"Rarity, stop it please!" Sweetie Belle pleaded, whimpering and trying to wipe the blood from her cheeks. Rarity dug the razor into Sweetie Belle's chest and began to carve, Sweetie Belle sobbing in agony as Rarity drew her Cutie Mark on her sister's chest.

Rarity moaned. "Oh, you'll soon learn, Sweetie Belle... You'll soon how good it feels to hurt... to bleed..."

Sweetie Belle lay limply in Rarity's grasp, sobbing. And then Rarity brought the razor up to the younger unicorn's eyes.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Carousel Boutique..._

_The REAL one..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rarity screamed as she came awake, falling out of her bed. She looked up, tears in her frightened eyes as she looked around the room, panting in fright. She ran over to the mirror, checking for cuts, when another thought occurred to her.

"Sweetie Belle..." she said softly. She ran over to where her sister was sleeping in the guest room, and nearly fainted from relief when she saw her sleeping peacefully away, no injuries in sight. She carefully crept in, wanting to make sure she was all right yet not wanting to wake her. Rarity shivered in relief, seeing none of the injuries inflicted in the dream, and kissed her lovingly, moving back out of the room and closing the door behind her.

She got about four steps in before she collapsed, sobbing. The very idea that she could do something like that to her sister... it was too much...

She didn't even notice when Engineer, in tears himself, began knocking frantically on the door.

Somewhere, Nightmare Moon was laughing...

_**TO BE CONTINUED...**_


	21. Brutal Sniping Part 1

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 20: Brutal Sniping- Part 1**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts three days after the events of Chapter 19, on a Saturday. Note about my tumblr: If something happens there that looks like a scene instead of a question answered, then unless I say otherwise it's canon to the story. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Morning.._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...You sure you're okay, Miss Rarity?" Pyro said, frowning.

Rarity nodded. "Fine, yes, I'm fine... I can look at my dressing razors without sobbing now..." she said, shuddering. "I still can't TOUCH them, but thankfully I'm past any part in my recent orders where I need to cu... cu... ngh..." She cursed herself for being unable to even say the word. "I just... Really, I just need to try and get on with my life..."

Fluttershy hugged her. "Believe me, I know how you feel," she said softly.

"What worries me is Dell," Rarity said. "He said that he was possessed while I was having my nightmare?"

Twilight Sparkle sighed. "Yes... And that means that Nightmare Moon is getting more powerful... If we can't stop Derpy, Rainbow Dash, Trixie, and Applejack from having their nightmares..."

Medic sipped his tea thoughtfully, Archimedes Jr. asleep on top of his head. "Heavy told me Engineer said zat 'the fifth gate' vas 'opened' when he vas under possession... Perhaps if we were to identify zese 'gates?' Ve might be able to lock zem."

Twilight nodded. "Luna's taught me dream magic," she said. "I can help craft a spell to get into our heads."

Medic quirked an eyebrow. "I admit I am unfamiliar vith most magic... But from vhat I've read, zat is very advanced magic. Only ze princesses are capable of doing zat magic easily, Luna moreso zat Celestia."

Twilight, Rarity, and Fluttershy traded amused grins. "Let's just say that if it's about me having the power to perform the spells, that you don't have to worry about it," Twilight said.

Medic nodded. "Hnh. Vell, your talent is magic itself, so I suppose zat makes sense."

Rarity giggled a little. Twilight sighed, and started to say something, when Spy literally appeared next to them all, a stunned look on his face .

"So I'm going about my business, and I overhear Lyra and Bon Bon talking about something zat I find somewhat shocking," Spy said.

"Huh boy," Twilight muttered, realizing where this was going. Rarity held a similar frown, while Fluttershy just remained serene.

Spy shook his head. "Fluttershy, is it true? Did Discord live with you for a while?"

"WHAT?!" Pyro and Medic said, visibly shocked.

"Zat mad chaos god?" Medic stammered, startling Archimedes Jr. awake. "He actually LIVED HERE!?"

"After everything you lot said he did..." Pyro said softly. "I can't believe it!"

Fluttershy calmly took a bite of her muffin. Twilight stared at her. "Your choice, Fluttershy," she said.

Fluttershy just smiled. "I've forgiven him for it," she said. "Even if you haven't." 

Rarity closed her eyes, sighing. Twilight just frowned, and decided to open the story. "For about about a year, Discord was actually reformed. He even lived with Fluttershy for a while."

"And here I thought I was your weirdest houseguest," Pyro said softly, amused despite herself.

Twilight sighed, and continued. "For a while... For a while we really thought he had reformed, that he could be good. But what we didn't realize is that he hated Celestia too much to truly accept the chance she had given him, Celestia hating him right back. And he... relapsed."

Fluttershy smiled gently. "...He tried, and that's what counts," she said.

"He nearly killed you, Fluttershy," Rarity said, frowning. "When he lashed out and attacked, you were gutted by a backlash of magic."

"He also healed me, surrendered and willingly let us turn him back to stone when he realized what he did," Fluttershy said. "I know you girls don't like him, but I still consider him a friend."

Twilight Sparkle sighed. "I love you dearly, Fluttershy. But some things about you I just don't understand..."

Fluttershy smiled at Twilight, a surprisingly mischievous one. "Oh really? You, of all people, don't understand why I'd be kind to and try to befriend a dangerously psychotic and powerful magical being?"

Spy and Pyro realized where she was going with this almost immediately and traded amused looks.

Twilight shook her head. "No, I don't, I..." 

Medic just snickered, figuring out what Fluttershy meant also. "Fraulein, I believe she's referring to me," he said.

Twilight blushed. "I... well, it's different with you, Medic..." she stammered.

"Indeed," Medic said. "Discord gutted her accidentally. I vould have done it deliberately."

Fluttershy, Rarity, and Twilight stared at him nervously. Spy closed his eyes, sighing, while Pyro fidgeted uncomfortably. Medic fed a cracker to Archimedes Jr., calmly chuckling. "It is simply vhat I have become over the years. But do not vorry. I have already been reformed, at least partially. Now, I simply turn my violent impulses towards reasonably noble ends. Plus, I trust ze others, Spy in particular, to stop me should I ever lose control."

"Well..." Fluttershy said, "that's good... I guess..." She then blinked and cringed, realizing what she said earlier. "And I'm sorry that I called you psychotic and dangerous..."

Medic chuckled, sipping his tea. "Except zat I am, Frau Fluttershy. It isn't an insult if it's true. Oh, I have been able to contain myself so far, but ze ozzers vill tell you some of ze atrocities I have committed on ze battlefield, seconded only by Pyro's." he said. "Still, to be compared to a god of chaos... Zat is vun of the finest compliments I have been paid in my life. Danke, Frau Fluttershy."

Fluttershy, Twilight, and Rarity traded uncomfortable looks.

"Anyway... in a desperate attempt to change the subject to something happier," Pyro said, "How's Rainbow Dash doing?"

The three Equestrian natives were very grateful for the subject change. "She's doing good, actually! Sniper's taking her over to Zecora's for her treatment... right now, actually," Twilight Sparkle said, looking at the clock.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Zecora's hut..._

_Everfree Forest..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Sniper and Scootaloo sat to one side, Rainbow Dash standing before Zecora as the zebra finished brewing up the latest dose of the anti-Smooze medicine. Once it was ready, Zecora removed a scoopful of it from cauldron (shuddering a little when she touched the cauldron, still remembering her nightmare), and placed it in a small container of ice, letting it cool. Calmly singing an old Zebrican tune, she went over to her desk and got out a glass vial, placing some powdered roots in the bottom of it. She then poured the medicine into the vial, gently shaking it to mix the powdered roots in. She then stood on her hind legs, bracing herself on Rainbow Dash's shoulders as she held the vial over her face.

"If I've done my calculations right," Zecora said, mainly to herself, "then we'll soon have a most wonderful sight..."

Zecora, humming softly, poured the medicine onto Rainbow Dash's eyes. The pegasus flinched, the medicine still somewhat hot, but she could feel it working as it settled in, a tingling sensation passing through her body. She tried not to blink, but it was difficult.

And then the tingling grew stronger around her face as her vision began to clear, the darkness before her eyes fading. A grin split Rainbow Dash's face as the color came back to her eyes, her vision clearing as the medicine took complete effect. And as her vision cleared completely, the first thing she saw was Zecora standing before her, a wide smile on her face.

"It... it worked!" Rainbow Dash said softly. "I can SEE again!" She laughed, an excited happy laugh, and hugged Zecora tightly. Scootaloo leaped up and cheered, twirling in midair, as Sniper just grinned, pleased for Rainbow Dash. "Thank you! Thank you so much, Zecora!"

"To help a friend is reward enough," Zecora said, hugging her back and smiling widely. "Just try to avoid evil purple stuff."

Rainbow Dash giggled. "Oh believe me, I will," she said, laughing happily and doing a loop de loop inside the hut, landing and scooping up Scootaloo in tight, loving hug.

"Good on ya, Dasher," Sniper said. "How's it feel to be able to see again?"

Rainbow Dash looked over to Sniper, and blushed. She hadn't seen him or any of the others all that much before she was blinded. But seeing him now, this handsome, rugged stallion who stayed with her to help her in her blindness, declared her a part of his team, despite the fact that he wasn't even from this world...

"Feels better than you can possibly imagine," Rainbow Dash said almost breathlessly. She was a little confused as to why she was feeling this way, as she had never had this kind of feeling about anyone before. It was like she was grateful, but only more so... To her mild alarm and excitement, she realized she was feeling attracted to him.

Sniper found himself blushing involuntarily, grinning. _She's cute when she blushes, _he thought involuntarily. Once he realized what he had just thought, he coughed, and adjusted his hat. "Well, it's good that you got your sight back. Just remember what I taught you and you should be... well, forty percent cooler."

Both Rainbow Dash and Sniper giggled at that, blushing sheepishly and looking away. Scootaloo, still in Rainbow Dash's forelegs, traded amused looks with Zecora, both of them realizing what was going on between them.

_Easy, Rory, _Sniper admonished himself. _Keep it professional. You just look like a pegasus right now, and you're planning to leave this reality eventually. You don't need to get involved romantically... Even if she is cute when she blushes, and has a wonderful smile... _Sniper cringed inwardly. He'd lived with her all this time and NOW he starts getting silly around her!?

Rainbow Dash took a deep breath to calm herself. _Okay, just stop, _she told herself. _Yes, he's handsome. Yes, he helped you all this time without needing to be asked to do so. He's also not from this world and plans to go home. _

It helped her to think that. A little.

After a brief, awkward moment, both of them coughed and relaxed a little. "All right then," Sniper said. "Let's get back into town. I'm sure the others will want to hear the good news."

"And I should get going too," Scootaloo said. "Me and the girls have some plans going today."

"Oh really?" Rainbow Dash said. "What of? Can I help? Or at least watch?" She giggled. She could actually WATCH things again.

Scootaloo smiled. "Actually... I kinda wanna set this up on my own," she said. "I think I actually may have an idea on how to get my Cutie Mark that will actually WORK."

Rainbow Dash grinned. "Well, let me know if and when it does, kiddo. I'll get Pinkie to throw you the biggest Cute Céana of all time."

Scootaloo grinned, practically gliding out of Zecora's hut and dashing off on her scooter. Sniper turned to Zecora and said, "How about you, sheila? It's getting near lunch, I'd be happy to treat both you and Dasher."

Zecora shook her head. "I have potions to make, and orders to fill. Sadly, I do not have time to kill," she said.

"Another time then," Sniper said, tipping his hat to her.

Zecora nodded, and went over to her desk to start sifting through some potions. Sniper and Rainbow Dash, who seemingly couldn't stop smiling, flew back into town.

"Everything seems so bright!" Rainbow Dash said, loop-de-looping once she got out of the forest.

Sniper chuckled. "That's because you haven't seen anything in so long, everything seems new to your eyes," he said.

"It's a great feeling," she said, hugging Sniper. "And thanks again for helping me during all this."

Sniper blushed brightly. "S-Sure thing, Dasher," he said, grinning.

They came into town, where Fluttershy, Pinkie Pie, Rarity, Twilight Sparkle, Applejack, Derpy, and Trixie were all gathered at Sugarcube Corner, apparently discussing something.

Rainbow Dash grinned, power-diving into the group of them. "Hey girls!" she said. "Nice to SEE you all again!"

"Rainbow Dash, what are you...!" Twilight started to say. But then she realized what Rainbow Dash said. "...You mean you're cured?"

Rainbow Dash giggled. "Yep! Rainbow Dash is back in action at full capacity!" she said, looking around at them all, admiring how bright their colors all seemed.

"YEE-HAW!" Applejack said, hugging Rainbow Dash tightly. "That zebra's a miracle worker!"

"Omigoshomigoshomigosh! I gotta throw a 'Dashie Can See Again' party!" Pinkie Pie almost chirped as she bounced around happily. "And naturally Zecora will be invited too, since she's the reason you can see again!"

"That's wonderful, Rainbow Dash!" Fluttershy said, grinning widely.

"It's good to have you back at full strength, Rainbow Dash!" Twilight said, smiling.

"Most excellent, darling!" Rarity said, patting Rainbow Dash's shoulders. "Why, everything must seem so vibrant and colorful now, after not being able to see it for so long!"

"You have no idea," Rainbow Dash said, laughing as she and the others save for Sniper, Trixie, and Derpy piled on each other in a hug.

Derpy giggled. "I'm so happy for you Rainbow Dash!"

"Indeed," Trixie said. "I won't even pretend to understand what you've been through. But as good as it is to have a friend back at full capacity, we were discussing something important."

Rainbow Dash blinked. "What's up?"

Twilight nodded. "Five out of nine of us have been attacked by Nightmare Moon. And has evidence has shown, she can possess us, as well as our BLU counterparts... Heavy told us, however, that when Engineer was possessed he mentioned the 'Fifth Gate' being opened. My guess is that the last four of us are also 'gates,' and that the BLUs are 'gatekeepers' of sorts. Somehow, the 'gates' are either the nightmares themselves or something in our minds."

Rainbow Dash nodded. "I think I followed all of that," she said. "So what's the plan?"

"Well... Luna's taught me some dream magic, and I bought some potions from Zecora that should help stabilize the magic as well. I was going to suggest both all of us and the BLUS entering the dreams of one of the remaining four of us and link it to their BLU counterpart. If we can identify whatever is the 'gate,' we might be able to close it and prevent Nightmare Moon from getting any stronger," Twilight said.

Rainbow Dash nodded. "All right. I volunteer," she said.

Derpy blinked. "You sure, Rainbow Dash? I'd be more than willing to help. Plus, you just got one bit of magical damage healed..."

Rainbow Dash rolled her eyes. "I appreciate the thought, Derpy, but I won't get anywhere if I play it safe the rest of my life. Plus, I trust Twilight completely not to mess up my brain."

Twilight blushed, grinning. "Okay then," she said. "We'll meet at the BLU base this evening, since that's almost finished and has the biggest living area."

Sniper nodded. "I'll let the others know," he said.

The others nodded and dispersed, Rainbow Dash the last to leave. "You sure you're okay with this? When I volunteered I basically volunteered you as well," she said.

Sniper smirked. "Dasher, if you didn't volunteer I would have. You're willing to do whatever it takes to help your mates, and so am I. I've always liked that about you." 

Rainbow Dash blushed, smiling.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later on..._

_A dreamscape..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"I must say, Celestia, I'm honestly surprised to see you here," Discord said, the draconequus resting on a cloud hammock between two giant candy canes, the landscape of Discord's dreams a giant mass of random.

Celestia frowned. "I don't have the time to go through the process of disabling all of the traps I've set up to get to your cell. Luna has helped me to enter your dreams so we can talk."

Discord snorted. "I thought I felt my lovely moon become more pompous," he said, looking up at its shadow, which now bore Luna's distinctive appearance.

"NO TRICKS, DISCORD," Luna intoned in the Royal Canterlot tone. "THIS MAY BE YOUR DREAM, BUT I AM IN COMMAND OF IT."

Celestia nodded, smiling up at her sister's image on the moon. "Thank you again, Luna. I..." She frowned, noticing something. "...Did you take a bite out of the moon?"

Luna blinked, her shadowy image on the moon going from looking imposing to looking sheepish in seconds. "I... ah... Tia, this moon... it's feta cheese. I love feta cheese."

Celestia facehoofed as Luna took another bite of the moon, Discord cackling madly and falling out of his hammock. Celestia rolled her eyes and continued. "...At any rate," she said. "I need your help."

"And why would I help you, Celestia?" Discord said, teleporting behind her. "You know precisely how I feel about you, my pretty little pony."

"...Yes, I do," she said. "I feel exactly the same way. But as when I sent you to the Elements of Harmony to be reformed, I know that you can use your tremendous power for good. Which is why I need to ask for your help with Slendermane." 

"Ah..." Discord said, frowning. "That thing." A thoughtful look crossed his face as he sank into the ground. His face appeared on the candy canes, a thoughtful expression on it. "I take it that Slendermane's haunting you?"

Celestia nodded. "Most recently, I began to refer to Slendermane in the first person, as if I were it."

The candy canes swirled, merging into Discord. "Yes, that's definitely ol' Slendy..." he muttered.

"You are familiar with this thing? You seemed to be the last time we talked," Celestia said.

Discord nodded. "Oh yes indeed, I am," he said, creating a glass of chocolate milk for himself.

Celestia frowned. "Then can you help me? I feel that Slendermane is becoming a very real danger to my sister..."

Discord stared at her with a sudden intensity. "...Oh dear," he said softly. "It's further along with you than I thought..."

Celestia frowned. Luna glared at him. "What do you mean?" the moon princess demanded, manifesting physically in the dream.

Discord shook his head. "Luna isn't Slendermane's target, Celestia. You are."

"What?!" Celestia stammered.

Discord shook his head. "And if you're the target, then that means that Fluttershy will be in danger... Oh damn it, why didn't I see this coming?" he said, cursing himself.

Luna frowned. "But that is why you have to help us, Discord," she said, stepping forward. "Fluttershy still considers you a friend, despite the fact that your relapse nearly killed her."

"She does?" Discord said softly, a hopeful look crossing his face. "I... no, I can't." He shook his head, gulping his chocolate milk and tossing the glass away, which turned into a flying toaster before it landed and flew off into the distance, singing show tunes.

Celestia and Luna stared at it for a minute, frowning. "Discord..." Celestia said. "Please... I'm desperate. If the madness growing in me cannot be arrested..."

"There is an alternative to that," Discord said softly.

"What do you mean?" Luna asked.

Discord looked directly into Celestia's eyes. "Instead of fighting the madness, embrace it. Give into the madness. Let it take you, and become a draconequus."

"WHAT?!" Celestia and Luna chorused.

"Oh indeed," he said, chuckling and drifting about aimlessly. "I've seen it before. While I was born this way, alicorns can become my species if they go insane. And really, it might even help you in the current situation. If you're already insane, then the monsters can't drive you crazy. Plus, you'll get a major boost in power. And all that's happening right now that you can't make sense of? All those random squiggles of life that you're having trouble discerning? They'll become as simple and straightforward as A..." He turned into the letter A. "B..." He then turned into a gigantic honey bee with a massive stinger, both princesses stepping back in alarm. "C..." He turned into the Caspian Sea, dousing both princesses.

He giggled at the glares on their faces as he turned himself back to normal. "Oh come on, you had to admit that was at least a little funny!" he said, chuckling.

They glared at him a moment, dripping wet and irritated, but eventually a smirk crossed their faces. Discord cackled and snapped his fingers, drying them both off instantly.

"As amusing and... surprisingly refreshing as that was," Luna said, "there's still the Slendermane matter."

"Is that really the only chance I have to fight him?" Celestia said softly, visibly disturbed by the idea of giving into her growing instability. "Wouldn't it be simpler for us to release you and let you help us fight him? Certainly with your great power..." 

"It's stronger than me," Discord said abruptly, closing his eyes.

Celestia and Luna traded frightened looks. "W-What?" Celestia stammered.

Discord sighed, creating his cloud hammock again and laying on it. "There's nothing I can do to stop it," he said. "I call it a peer, but that's just a conceit on my part. I'm not completely sure what it is, but during the darker days, I frequently worked with it to hurt ponies. I couldn't affect it with my powers, but it seemed to enjoy my presence and never acted against me, even when I attacked it the first time I saw it." He shook his head. "I'm sorry, but you've wasted a trip."

Luna shook her head. "No... No, I can't accept that. There has to be something..."

Anything else Luna may have said was cut off as she was suddenly turned to stone. Discord blinked at her, surprised. And then the bright and colorful landscape of Discord's dream suddenly changed. The moon became solid stone again, a scratchy red circle with an X through it appearing on the surface. The land became dark and gloomy, filled with dead, lifeless trees that looked like thousands of vicious claws reaching towards the sky.

"What in blazes..." Discord said. He turned to Celestia, and gasped softly.

All the fear, all the confusion had gone from Celestia's face, replaced by a cold, angry smile, her eyes alight with madness. Standing next to her, almost intimately close, was Slendermane. Its head was bent towards her ear, as if it was whispering to her.

"You'd like us to believe that, wouldn't you?" Celestia said softly. "So many lies... The master of deception and trickery. How fitting that the Lord of Disharmony would make up such an unlikely story."

"Damn it Celestia..." Discord muttered.

"I should have known this was a mistake," Celestia said. "Of course a hateful creature such as yourself would lie. Of course the one who almost murdered the Element of Kindness, who foolishly forgives you even now, wouldn't lift a finger to help."

Discord stayed silent, just glaring at Slendermane. Celestia sneered at him. "You're right, Discord. We did waste a trip. We won't bother you in your prison again. And no matter what, no matter who has to suffer for it, be it you, Slendermane, or anypony else, I will make sure that my sister is safe," she said, disappearing from the dream. Slendermane remained, turning its sightless gaze on Discord. There was a brief moment of silence between the two of them, as if Slendermane was speaking to Discord in a voice only he could hear.

Discord scowled. "...No, I won't help you. If you had asked me a little over a year ago, I would have said yes. But things are different now. And this scheme you've got? It puts the first friend I've ever had in my entire life in grave jeopardy. So to Tartarus with that, and to Tartarus with you."

There was a brief silence, and Discord shook his head. "Yes, I hate Celestia. Yes, I enjoyed seeing you make the little skitter sparks dance around her damaged brain. But I know you. You won't stop with just Celestia. Your plan will hurt everypony, including the one I care about." He glared at Slendermane. "I'd rather become a Bastion of Order than let that happen."

Slendermane stared at Discord curiously, cocking its head to the side... and then vanished, his dreamscape reverting back to its colorful assortment of random, Luna turning back to normal.

The Moon Princess looked around frantically. "What... how... What just happened!?"

"Slendermane took over the dream, and froze you in stone to have her talk to me alone," Discord said, irritated. He reached up to the feta cheese moon and pulled off a chunk of it, noshing on it. "It ramped up Celestia's hatred of me and made her reject everything I said." He sighed wearily. "Idiot..."

Luna frowned. "Why do you hate my sister so much?" she asked. "I understand her end of things. But I've always been curious about your end..."

"Congratulations," Discord said. "You're already showing that you're smarter than your sister by being willing to learn." He polished off the cheese he was eating and snapped his fingers. He and Luna were transferred to a classroom. Discord was wearing a suitcoat and glasses, while Luna suddenly found herself wearing a stereotypical Japanese schoolgirl uniform instead of her royal regalia, including knee high socks and slip-on shoes on her legs.

Luna stared at her outfit, confused, as Discord pulled down a screen, snapping his fingers and creating a slide show device. It showed various pictures of Luna and Celestia as Discord narrated.

"Have you ever looked at someone and KNOWN what their capable of, only to see them stifle it completely for some stupid reason?" he said. "I never hated your kind. Hell, I even respected you all for standing up to me! And I made sure to learn and remember the name of each and every one of you I've ever crossed horns with. And as for you two... I've looked at Celestia all her life, even during the war between myself and your kind. I've seen her love of harmless pranks and friendly practical jokes. And when she gained the first of her three Elements of Harmony, the Element of Laughter, I thought 'finally, finally, a pony who understands.' She'd realize how much potential for delightful chaos she has. For the Element of Laughter? It is pure chaos magic, as is the Element of Love."

Luna blinked, visibly surprised by this. The slide show, meanwhile, was showing pictures of a young Celestia and Luna going about the palace, playing harmless tricks on the guards. Luna smiled, fond memories coming back to her.

Discord scowled as the slides changed, showing Celestia's mane changing from pink to the multi-colored corona it was today. "But then she started to become a Bastion of Order... All that lovely potential, wasted on a role that fits her about as well as a dress made for one of the Cutie Mark Crusaders would."

"She has done well supporting the cause of Harmony," Luna protested. "Isn't Chaos more your department?"

"Chaos and Disharmony are two different things, Luna," Discord said. "Same with Order and Harmony. Remember that. Your sister was never able to make that connection, never realized that I only started calling myself a Spirit of Disharmony until AFTER she embraced her own ill-fitting role." Discord shook his head, his tone intensifying as his anger grew. "How many servants does Celestia have to help her run Equestria? How many times, just since your return, has she found herself wishing on a star not to be worshiped, but just to be friends with her subjects, to live and play with them as a normal pony? All that joy of life she once held... All that potential for delightful, harmless chaos... Everything she could have been, all the good she could have done... _**WASTED**_!"

In a fury, he punched the screen, the reality of the dream warping around his fist and reducing the screen and the wall of the classroom to a twisted, horrifying wreck, Luna flinching at the sight of it.

Discord panted, visibly forcing himself to calm down. He huffed, and sagged into one of the classroom chairs. "Like I said, I didn't have anything against you alicorns at first. You were just opponents, worthy opponents who had my respect. But when I saw all the potential Celestia was wasting in herself, I just..." He facepalmed, sighing. "It would have been so much easier with you as the Bastion of Order and her as the Bastion of Chaos. With both of you serving Order, creating an imbalance, of course a Spirit of Disharmony would have to emerge. I wasn't going to let that title be wasted on someone who completely ignored her true potential."

"...That makes too much sense," Luna said, a thoughtful expression on her face. "Which is frightening, considering who it came from."

"I knew there was a reason I always liked you better," Discord said, smirking.

Luna frowned, turning to Discord and asking, "Would Celestia letting herself go mad really help?"

"She can't be driven insane if she's already insane to begin with," Discord said. "Back when Slendy and I were actively working together, during my war against your species, his mind-bending powers had no affect on me whatsoever. I could see through his illusions, and his madness-inducing abilities were about as effective on me as Fluttershy's silly Stare was." He then sighed, and dispelled the illusion of the school. He floated back to his hammock, laying down again. "Protect your sister. Protect Fluttershy. Try and tap Pinkie Pie and Scout, as Slendermane has always had trouble against comedic assaults. But most of all, be careful. Because there's very little even I can do against Slendermane..."

Luna frowned, and then disappeared, leaving the school uniform behind. Discord sighed again, and manifested a picture. It was of Fluttershy hugging him, an awkward, uncertain smile on his face. The picture was at the base of his statue in the real world, a concession Celestia made for him.

He sighed, pressing the picture to his forehead. "Damn it, damn it, damn it... Don't you dare hurt her..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Reality..._

_Luna's bedroom..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Luna opened her eyes as she left the dream. She stretched, and turned to her sister to talk to her about what they heard.

Except she was no longer in the room.

"Tia?" Luna said, looking around curiously. She stepped out of the room, trying to detect where her sister had gone, then going to look out the window to see if she could see her sister flying off somewhere.

A nervousness overtook the Moon Princess's heart. Slendermane had gotten to Celestia in the dream. Could it have...?

She concentrated, her horn glowing, casting out a spell over the entire palace. Her blood ran cold with fright when her tracking spell found no trace of her sister's unique magical presence anywhere inside the grounds of the castle.

"HARBINGER!" she called out.

The superfast Captain of the Guard was by her side in short order. He bowed. "Yes, my lady..."

"Celestia has disappeared," she said.

"W-What?!" Harbinger stammered.

Luna nodded. "I need you to help me find her, but I need this done discreetly," she said. "I will disguise myself as an Earth pony guard, and we shall look together, and..."

Luna paused, staring behind Harbinger. Harbinger turned to where she was looking, spotting a pony with dark black fur, is species, gender, and face hidden entirely by a dark red hooded sweatshirt, only a hint of its muzzle visible. On it's flank was Slendermane's symbol.

"I think..." Harbinger said. "My lady... that we are about to learn where your sister is..."

The hooded pony nodded, and started running. Harbinger and Luna both ran after it, not bothering with a disguise as they were led down the halls of the palace towards the servants' quarters. They passed dozens of doors, Harbinger almost having to lapse into his superspeed to keep up with the hooded pony.

Finally, they came to a dead end, the hooded pony turning and disappearing around a corner. The Captain of the Earth Pony Guard and the Princess of the Moon turned the corner as well... finding Celestia laying in a pile of bagged kitchen waste, a dull, vacant look in her eyes and her horn covered in blood.

"Tia!" Luna said fearfully, automatically rushing to her sister's side and embracing her, teleporting herself, Celestia, and Harbinger back to her personal chambers. She cast a healing spell on Celestia, the Sun Princess slowly coming to her senses.

"Luna...?" she said groggily. "Wha'... Wha' happened?" She looked outside, confused. "Why is it night now?"

"Tia, you disappeared after we finished talking to Discord in the dream world," Luna said, ignoring the alarm on Harbinger's face at the mention of the draconequus's name. "We found you in a pile of kitchen trash, your horn covered in blood..."

Celestia blinked, confused. "Blood, I..." she stammered. She looked up at her horn, her eyes widening in fear as she noticed the blood for the first time. "No... I don't... wait, we talked to Discord?"

Luna nodded, frowning. "Earlier this evening. You had me access the dream world, and... Tia, this was your idea!"

"Evening?!" Celestia almost shrieked. "How... I... what time is it?"

Luna and Harbinger traded frightened looks. "Your highness," Harbinger asked, "what's the last thing you remember doing?"

"Raising the sun!" Celestia said, whinnying fearfully. "I... I've lost a whole day!? And who's blood is this?!"

"Tia!" Luna shouted, hugging her terrified sister tightly and stroking her mane. "Calm down, calm down..." Celestia whimpered, visibly tearing up as she hugged Luna back. "Go get cleaned up in my bathroom. We'll talk later."

"O-Okay," Celestia said, shivering. She hugged Luna again and slowly trotted towards the bathroom, trying to figure out how she forgot an entire day of activity, a cough racking her throat as she left.

Luna shivered. "This is insane..." she said softly. _How could she have done this? Was I really asleep that much longer than she was? _"To think that this Slendermane could affect someone as mighty as my sister..."

"My lady," Harbinger said. "There's still the matter of the blood..."

"Find out who was killed and make it seem like a robbery gone bad," Luna said, shaking her head. At Harbinger's concerned look, she said, "How would it seem if it got out that Celestia killed someone without even remembering it? The nobles would pounce like a shark on bloody meat."

Harbinger nodded, seeing the logic of it. That didn't mean he LIKED IT. But he knew his duty. "Is there anything else I can do for you?"

"Yes," Luna said. "If what I suspect has happened has occurred, then my sister's deteriorating mental state has started to make her dangerous. Inform Barricade and have her contact the Stealth Corps. Until this is cleared up one way or another, I want my sister's actions monitored."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Human world..._

_Gray Industries..._

_Evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Sir, the mercenaries were simply able to overcome our tactics," the Engineer robot said. "We will do better next time."

Gray Mann scowled, running a hand through his thin gray hair. "Next time? You Engineer bots, the greatest of my robot army, were unable to defeat the mercenaries at their decoy base after challenging them directly?!"

"We underestimated the mercenaries. We are legion, they are but nine. We shall keep fighting. We shall keep learning. And we will defeat them once and for all," the Engineer robot said.

"Several of you spent the match looking for the location of their Respawn device instead of building teleporters and Sentries," Gray accused.

"While many others of us focused on the conceived strategy," the Engineer robot said. "If you had deployed more Super Scouts as we requested..."

"YOUR jobs are to figure out how to defeat the mercenaries with the legion I GIVE YOU!" Gray snarled.

The Engineer robot seemed to frown. "...With all due respect sir," it said, "the other bots aren't that intelligent..."

"They have all the AI needed," Gray said, waving dismissively.

The Engineer robot turned to the gathered legion of Heavy, Demoman, Medic, Scout, Spy, Sniper, Pyro, and Soldier robots and shouted, "HAIL LORD GRAY!"

"HAIL LORD GRAY!" the legion responded automatically and in perfect unison.

The Engineer robot simply turned back to Gray and folded its arms. Gray sweatdropped. "Yes... well..." Gray said, coughing. "Perhaps the Hailing circuits took up a bit more of their AI than I thought they would..." He chuckled, calming down. "And I did want you Engineers to be able to act more intelligently than the others, to be able to change tactics on the fly. I assume you have a request?"

"The other Engineer bots have discussed it and have decided that my personal survival rate makes me the best candidate for the following stratagem: Upgrade the AI of one of each robot type and have them be the commanders of each unit. With an overall commander instead of a general implanted set of tactics, we'll be better able to counteract the mercenaries," the Engineer robot said in its cold mechanical tones.

Gray nodded. "A logical plan. You do understand that I will be adding a 'total loyalty' program in all the commanders, of course."

"Sir, I'd be honestly surprised if you didn't," the Engineer robot said.

Gray nodded. "Very well. Return to your berth. I will look over the various members of the legion and determine which of the bots to upgrade."

The Engineer robot nodded. "As you comm-c-ccommaaazxxxnnzhz..x...xaj..." it stammered as it suddenly began spasming, the glowing blue optics on its head flickering as its voice degenerated and distorted into static.

Gray looked at it in surprise. And then the sound grew louder, as every single one of his gathered legion of robots began to spasm, distorted sound issuing from their bodies. Gray stepped back, alarmed. He quickly examined the Engineer robot, finding no sappers on it, or on any of his other robots.

He cringed, staggering back, the distorted sound getting louder and louder. He covered his ears, but it didn't help. He screamed, the lights flickering around him, and fell to his knees, the sound becoming deafening.

And then, quite suddenly, the sound stopped. Gray blinked, and slowly stood up, looking around the room.

What he saw nearly made him fall down again.

Every single robot in the room, from the mightiest of giants to the lowliest of Scout robots, were all staring at him, their optics glowing a dark, bloody red.

And they were all pointing their weapons at him.

"Oh dear..." Gray said softly, gulping and slowly backing away. "So this is what fear feels like. I do not like the sensation, not a single bit."

He backed away from the army of robots that had seemingly turned against him... only to bump into something. Slowly, his heart pounding, Gray turned out to see what he had bumped into. When he saw it, he let out a cry of fright, falling over and frantically scrambling back.

Slenderman stood there, tall and shadowy, his pale not-face and bright red tie the only things clearly visible in the darkness. He loomed over Gray, taller even than his giants.

Gray gulped nervously. "Okay... Okay..." he said. "Judging by what I heard in the aftermath of the attack on 2Fort, I'm guessing you're the Slenderman."

Slenderman just stared at him, unmoving, the red lights from the robots giving the appearance of Slenderman being covered in blood.

Gray gulped, and slowly got to his feet. "Obviously, you're a far greater power than I am. Considering your mere presence seems to have overridden my robots and turned them to your service. And yet I'm not dead..." He stood up completely, and straightened his tie. "I'm guessing you want something from me."

Slenderman brought forth its hand and opened it, revealing a bar of glistening gold Australium.

Gray grinned wickedly, his confidence returning. "I think I understand... You wish my services. In exchange, you shall acquire for me the Australium." he said.

Slenderman slowly nodded.

Gray chuckled. Bargaining. This was much more familiar territory for him. Granted, the creature he was bargaining with scared the hell out of him, but business was business. "Then let's discuss business, my eldritch associate."

Elsewhere, in the abandoned BLU base at the 2Fort facility, a wizard slept fitfully, his dreams overtaken by nightmares about a faceless monstrosity...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_BLU base..._

_Evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"The place is really shaping up!" Applejack commented as she looked around the impressive stone building, the group of them gathered in the main lobby. "Got the lights on and everything!"

"Aye, lassie," Demoman said, chuckling. "All that's left now is wait for the furniture and equipment we ordered te be delivered, and we'll be able te stop imposin' on ye..."

"We really haven't minded," Fluttershy said, blushing.

Pyro giggled, nuzzling her.

"We know," Engineer said, hooking Gem Sentry and her programming computer up to the base. "But we still want to clear out. It's more convenient to have a meeting place for us, as well as a place to train that won't put any of y'all's personal property at risk."

"And besides! Our base is big enough for everypony!" Pyro said, pausing to adjust her hair bow. "You can have sleepovers at our place!"

"Speakin' of sleepovers," Scout said, staring as Rarity began setting up a rather palatial tent. "...Good God, Rarity."

Applejack turned from where she was setting up her own sleeping bag, and facehoofed. "Rare, it's not like we're sleeping in a cave. Y'all didn't have to bring Castle Campout there," she said.

Rarity just smirked. "I simply have higher campout standards. And I REFUSE to sleep on the floor," she said. "Of course, there is room for two in here. And I wouldn't mind having some rustic, apple-scented company."

Applejack blushed brightly, unable to keep herself from grinning. Rainbow Dash grinned and nudged her teasingly.

Pinkie Pie, meanwhile, was talking busily with Zecora. "I'm planning on throwing a party for you and Dashie! Her because she has her sight back and you because you helped her get it back and THANK YOU SO MUCH FOR DOING SO!" She hugged Zecora tightly, the zebra blushing and nearly dropping the potions she was setting up. "To make sure this is a super-awesomely-special party, I need you to remind me again what sort of treats you like so I can make sure it's the bestest best party since... well, my last one!"

Zecora grinned widely. "Let us focus on doing this spell first, please... although I am lately quite fond of things with cream cheese..." she said.

Pinkie Pie giggled, making a mental note of it. "Okie dokie lokie!" she chirped, bouncing off and letting Zecora continue to draw an enchantment circle around them, Spike setting up small pots with a sweet smelling pile of leaves in them around the circle.

"What is zis, zen?" Spy asked, sniffing the pots.

"Griffhalan dream weed," Twilight said as she looked through a spellbook. "It's a sleep aid, one meant for helping you relax. It's used a lot in aroma therapy. It's called dream weed because everypony who's reported using it has reported having good dreams."

"Lord knows ve could all use zat," Medic muttered.

"So what are we doing anyway?" Heavy rumbled.

"The dream weed will be burned, creating an aroma to help us relax. The circle Zecora is drawing will help with a spell that shall allow all of us to enter the same dream world. Rainbow Dash and Sniper will be the focus of the dream, as we'll be entering into their dream world to try and identify anything that might be the gate," Twilight explained.

"This is a pretty big spell, Twilight," Fluttershy said. "Are you sure you have enough strength for it as is?"

"I've done the calculations for it. If I partially unbind my full power, I should have just enough to successfully cast the spell," the lavender unicorn said.

The BLUs traded surprised looks. "Unbind your power? Vhat do you mean?" Medic said.

Twilight sighed. "Long story," she said. "One I'm not fully comfortable telling which involves a lot of personal pride... and shame..."

Medic frowned, but nodded, the other BLUs willing to drop it as well. Once Zecora finished drawing the circle, Twilight whispered some words in a language none of the BLUS recognized. There was a brief swirl of power around Twilight Sparkle, and for the briefest instant, the BLUs thought they saw wings emerging from her back. When the magic had faded, Twilight's horn had grown a little longer.

"Huh..." Medic said. "Very interesting..."

"I'll explain later, I promise," Twilight said. "We just have bigger concerns right now."

The BLUs traded looks and nodded, deciding to let it go for now.

Spike, who had been setting up the pots, gave a thumbs up to Twilight. "All the components are ready," he said, hopping up on her back.

"The circle is now fully complete," Zecora said. "We can now begin this magical feat."

Twilight nodded. "Spike, ignite each pot," she said.

Pyro blinked. "Wait, why him? I'm the fire unicorn!" she protested.

"I'm sorry, Pyro, but dragon fire has the appropriate magical properties needed for a spell of this level," Twilight said, grinning apologetically.

Pyro pouted cutely. Engineer chuckled and nuzzled her. "It's all right, darlin,'" he said. "We'll find something for you to incinerate later."

Pyro seemed mollified by that and snuggled up to Engineer. Spike, meanwhile, was going over to each pot and breathing a gout of flame into it. The leaves ignited, burning gently, smoke swirling around the room. Almost immediately, everyone in the room began to get drowsy.

Twilight yawned. "Okay. Everyone sit with their fusion partner," she said. "Spike, you're with me and Medic. Rainbow Dash, you and Sniper in the center." She yawned again. "One thing... I needed Spike to provide dragon fire for the spell, but because he's a dragon it'd require more power than what this spell holds to put him in the dream with us. So don't be worried if you don't see him once we're inside."

The others nodded, and began to pair up. "Looks like ah'm the one that gets to share 'Castle Campout,'" Engineer said, chuckling and yawning as he went over to Rarity's palatial tent. He looked in and froze. "...Is that a hot tub? And... good lord, a second floor?"

Rarity grinned. "I mainly bought it for myself and Sweetie Belle when she convinced me to go camping with her," she said. "She was quite appreciative when she realized to what expense I was willing to go for her."

"Even if y'all did make her haul it up there for ya," Applejack teased.

"A little exercise is good for a young foal! Strength training!" Rarity said, smirking. "Unicorns don't have an Earth Pony's natural strength, after all."

Engineer shook his head. "This is quite the extravagant tent," he said, yawning. "How does the rest of the spell work?"

Twilight yawned. "I've already cast it as Zecora was drawing the circle. It'll trigger once we're all asleep," she said.

"Let's settle in then, mates," Sniper said, crawling into his sleeping bag. "We've got some dream hunting to do."

Everypony paired off, laying down in their sleeping bags in a circle around Rainbow Dash and Sniper. Sniper, as he lay down, tipped his hat to Rainbow Dash. "Sweet dreams, Dasher," he said.

Rainbow Dash grinned. "You too, Snipes," she said.

Once everypony had laid down, the relaxing effects of the dream weed kicked in, everypony quickly drifting off to sleep. The spell circle glowed, the combined magic of Zecora and Twilight activating and surrounding Rainbow Dash and Sniper in a soft, warm glow, linking itself to all the others. But as it did, a wicked chuckle echoed through the chamber. A shard of darkness snuck in, snaking into Sniper's head. Rainbow Dash's glow became the same as the others as the glow around Sniper intensified.

And at the same time, Gem Sentry's eyes lit up as a pony in a concealing hooded sweatshirt came in and began typing.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Dream world..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"I don't understand," Twilight said. "We should be starting in Rainbow Dash's mind, not Sniper's."

The nine Elements and eight of the BLUs, minus Sniper, who's head they were in.

"Wow... just... wow," Scout said as he admired his surroundings. "Why does Sniper's mind look like this?"

The seventeen inhabitants of Sniper's mind looked around, seeing the well-organized facility around them. Twilight frowned, and said, "Well... In dream magic, the shape of a dream of a pony's mind can reflect the personality of the pony him or herself... I guess for someone as professional as Sniper, the dream reflects itself as... well, this."

The seventeen of them, the BLUs in human form (which surprised the Elements at first), the Equestrian natives in their natural form, were all standing in the hallway of a vast office building. Every door was clearly labeled, everything in neat, organized rows.

"This is freakin' weird..." Scout muttered.

"No," Rainbow Dash said, looking over the others. "What's weird is you guys as human. The human yous look better as girls."

Pyro and Pinkie Pie giggled. "Hey hey!" Scout said. The others just took it in stride.

Demoman was grateful to find that his dream self had a bottle of scrumpy. He sipped it and looked around. "If nothin' else, lads and lassies, we know that our mate has his shite together," he said.

"We were forced into Sniper's mind first for a reason," Soldier said, a snarl on his face. "Which mean's there's something affecting our teammate."

The faces of the BLUs all visibly darkened with anger.

"Twilight, can we manifest weapons in the dream?" Engineer asked.

Twilight nodded. "The dream we're in is a lucid one, so we should have full command of ourselves. You're in your human forms, but I can still sense the magic from your pony forms so you should be able to manifest them as your weapons," she said.

As a test, Spy reached into his coat, concentrating. He felt a familiar shape fill his hand, and pulled out his revolver. The other BLUs summoned their own weapons, and nodded, satisfied.

"Let's go," Engineer said. "Everybody pick a room and look around for alterations."

The ponies and humans paired off, each heading to a different door in Sniper's mind.

Scout and Pinkie Pie immediately went for a door marked 'Fantasies – XXX.' Rainbow Dash snickered. "Why am I not surprised that you two clowns would go for this door first?"

"'Cause you know us so well?" Pinkie Pie giggled.

"This is probably the only time I'll get to see how the ultra professional truly thinks," Scout said. "What irresistibly cute scamp in their right mind would pass up an opportunity like that?"

Chuckling, they opened the door, revealing a room with a television in it and several video cassettes, all clearly labeled and dated.

"Geez louise, Snipes," Scout said. "Even his wet dreams are organized."

"Well, at least he's neat and tidy! So that's good!" Pinkie Pie said.

_Nice to know that he's the type to clean up after himself, _Rainbow Dash thought. She then blinked, wondering why she thought that mattered.

Scout picked out one of the more recent tapes, marked 'RD3.' He put it in the VCR beneath the television, he, Pinkie Pie, and Rainbow Dash sitting back to watch.

On it, Sniper, in his human form but wearing a Robin Hood-style cap instead of his usual slouch hat, used a bow and arrows to shoot down evil knights that were harassing a beautiful, buxom princess with colorful hairstyle.

"Who's the girl supposed to be?" Rainbow Dash asked, confused.

Pinkie Pie giggled. "Look at the pattern of her hair. Look at her dress's coloring. And I think she has a brooch like your Cutie Mark!" she said.

Rainbow Dash looked again. "...Wow," she said softly. "So that's how he imagines me as a human?"

Scout chuckled. "Not the most aerodynamic design," he said.

Rainbow Dash grinned. "Yeah, but he imagines me as a pretty human, so that makes up for..." she trailed off as the princess began to 'reward' Sniper for saving her, Dash's eyes widening.

"Um, damn..." Scout said, impressed.

"Wowie zowie..." Pinkie Pie whispered, unable to stop giggling.

Rainbow Dash found herself unable to make anything more than a squeak, her wings having involuntarily pomfed out to their full span, her face redder than the red parts of her mane.

"Okay..." Scout said softly. "I think Spy needs to stop teasing Snipes about being a prude... Damn..."

Spy and Zecora were near the same section of the hallway, examining the doors. They overheard Pinkie, Scout, and Rainbow Dash talking, and traded amused looks.

"Of course zey'd go for his sexual fantasies first," Spy said, rolling his eyes and pulling a cigarette out of his disguise kit. He pulled off his balaclava, revealing his handsome human face, and lit it. He sighed, feeling the relaxing smoke enter him, even if it was just a dream cigarette.

Zecora looked him over, frowning a little. _Handsome for a human, I guess... But I greatly prefer his looks as a pegasus, I think.. Gah, what am I thinking? s_he thought, cursing herself. _We have work to do. "_Still, it is a good idea, this, to check private corners for anything amiss," Zecora said.

Spy nodded. "Too true, too true," he said. He paused at a door marked 'Fantasies – Revenge,' right next to the door Scout and the others were through. "Shall we, my dear?" he said, opening the door for Zecora.

"So gracious you are, again and again," Zecora said, grinning as she walked by, "Human or pony, you're a fine gentleman."

Spy bowed, smirking. They went inside, and found nine shelves stacked with videos, all colored red, with some shelves behind colored blue. Spy went up to the most stocked shelf, which had the knife symbol he usually associated with himself on it. "Interesting..."

Zecora looked at him curiously. "I'm guessing," Spy said softly, "zat zese are his revenge fantasies against the RED Spy."

"RED Spy? But why?" Zecora asked.

Spy chuckled. "My RED counterpart tends to pick on Sniper a lot. As I do the RED Sniper. A Sniper tends to stand still a lot, which makes it easier for me to kill zem. RED Medic and RED Engineer are my priority targets. RED Sniper is my favorite," he said, picking out a video, which in a box that was blanks ave for the title. "'Sniper And Ze Golden Sea...' Oh dear..."

Zecora looked at it curiously. Spy hesitantly slid it out of the case. "Well... Maybe one video, zen we will get back on task," he said. He turned to Zecora, who nodded, curious herself. He put the tape in the provided VCR and started it.

The movie started, revealing Sniper, wearing a koala fur lined cape and a large crown sitting on a throne, a man that looked like a brick wall with Australia-shaped chest-hair standing nearby, looking subservient.

"That's Saxton Hale," Spy said, pointing at the massive man, who was nervously stroking his mustache. "But he's acting way out of character..."

"Saxton, me lad," Sniper said, not turning towards his servant. "What say to a little fun, eh?"

"Whatever you want Mister Mundy sir," Saxton said, cringing, "My oversized muscles and overcompensitory mustache have withered my brain and penis to unusable sizes, so your decision will obviously be better than mine."

Spy and Zecora snickered. "Such a ridiculous scene, and oh dear me, it seems dear Sniper has mustache envy..." Zecora said.

"And I just won the betting pool..." Spy chuckled.

In the video, Sniper pointed, revealing that they were standing on top of a giant diving board, and at the end of it was the RED Spy, cowering and waving a tiny white flag.

"Please, Monsieur Sniper," begged the RED Spy, "Don't hurt me! I'm so weak and puny and French, I can only fight you from behind!"

Spy frowned, the video suddenly becoming less funny. Zecora, sensing this, tried to control her own smile. But really, the scenario was just ridiculous.

Sniper sneered. "Throw him into the sea!" he proclaimed. Saxton stomped forward, RED Spy clinging to the diving board and sobbing, Saxton snapping the diving board off with RED Spy still attached and tossing him, RED Spy screaming a high pitched wail as he fell far, landing with a wet splash in a yellow-colored sea.

RED Spy spat, moaning when he realized what he was in. "Jarate?! NOOOOOOOO!"

Zecora was visibly straining herself not to laugh, Spy's expression steadily darkening.

Sniper grinned. "Release the Snoipahdiles!" he proclaimed, pressing a button on his throne.

"What," Spy said, glaring at the screen.

From the bottom of the diving board tower, a panel opened. Crocodiles wearing Sniper's sunglasses and slouch hat came slithering out, saying, "G'day! G'day!" over and over again. RED Spy shrieked girlishly and began swimming for his life, as the Snoipahdiles chased him off into the sunset.

Zecora couldn't hold it in anymore. She didn't exactly approve of it, but it was just too silly. She began laughing, having to lean forward a little to keep from staggering. Spy facepalmed and rubbed his temples, putting back the tape.

"Can we PLEASE get back to work?" Spy muttered, yanking his balaclava back on.

"I hate to respond with such a jape, but you're the one who put in the tape," Zecora said, slowly calming down from her giggling fit.

Spy grumbled.

Heavy, merrily carting Sasha along, occasionally revving the minigun, whistled to himself. Fluttershy found herself staring at the weapon. Thanks to sharing Heavy's mind properly during the attack on Chrysalis, she knew every inch of that weapon. She knew how to repair it, clean it, rebuild it if destroyed. She knew how much Sasha weighed to the ounce, and how it felt when she was firing. She knew how many bullets the minigun could hold, their firing rate, and how much an individual shell cost.

It was both disturbing and thrilling to know that much about a weapon. "...What was your first kill like?" Fluttershy asked softly as they examined each door they passed, checking each room for something off.

Heavy frowned, hesitating. "It was my commander," he rumbled. "One who gave me that harsh lesson in memory Queen Sombra forced on us. It was... unsatisfying..."

Fluttershy gave him a confused look. "Forgive me, but... you just seem so at ease with killing..."

Heavy sighed. "Yes. I am. But it comes only by killing many. Is like pain. After a while, the pain you feel when you take a life just... dulls... Engineer is only just now starting to get that pain dulled... And Pyro is... unique case..." he rumbled.

Fluttershy looked into his eyes. "But that's not why it was unsatisfying, was it?" she said, suddenly getting it.

"He smiled... He approved of me getting revenge on him... He died with a smile on his face, and I've never felt right about it ever since..." Heavy said, growling. "Do not speak of him to me again."

Fluttershy eeped at the harshness of his tone. "I'm sorry, I didn't mean to dredge up such unpleasantness," she said meekly.

Heavy patted her on the head, Fluttershy finding the gesture strangely comforting. Heavy smiled at her. "Do not worry, little flutter pony. Heavy does not mean to snap at you. Heavy is just worried for teammate..."

Fluttershy smiled. "Then let's find out what forced us in here in the first place," she said, the two of them resuming their search through Sniper's mind for any discrepancies.

Further away from the others, Medic flexed his fingers, still trying to get used to having them again. "Hnh... I've been a pony too long. I've gotten used to having hooves," he chuckled. "Still, an interesting experiment nevertheless. Vhy are ve in our human forms?"

"Well, your mindset is still human," Twilight said. "Scout, Spy, Engineer, and Pyro may have had sex as ponies, but you all still overall think of yourselves as humans. So naturally, in a manifestation of your mental state, you'd show up as human."

Medic grinned, stroking his chin thoughtfully. "Fascinating! Oh, I vish zere were more chances to study magic in mein own world..."

Twilight quirked an eyebrow at him as they emerged from a room marked 'Childhood Memories – Good.' "You... puzzle me. At times you seem absolutely gleeful about killing... and other times I see you and you look like you want to die. I think, though, the most honest you I've seen is when you're working an experiment, or when you have something new to study."

Medic gave her a curious look. "Oh? Und vhy do you say zat?"

Twilight shrugged. "It's just something I've noticed," she said. "There's two moments when you seem truly happy. When you're working with me or Engineer on an experiment, or when you are spending time with Heavy."

Medic sighed. "Heavy vas ze first of zem to trust me, und has been a constant friend und support ever since. I didn't find out until later zat it vas because he found me attractive, but by zen I liked him enough not to care. Und yes, I do like ze science. It... takes my mind off of ozzer, less pleasant aspects about myself zat I am fully avare of..."

"Have you ever tried talking about it with someone?" Twilight asked gently.

Medic rubbed his temples. "Half of ze time I play psychologist to ZEM," he said, gesturing to his teammates. "Plus, I have to deal vith Pyro's psychosis... Ze only thing good I can say about HER is zat she makes me look vell-adjusted und sane just by COMPARISON!" He sighed, and gave Twilight a curious look. "Interesting choice of phrase. 'Most honest.'"

She shrugged. "The Element of Magic ties all the Elements of Harmony together. Traces of all six... nine now, I guess, are also in me."

Medic blinked. "Element of Magic or Element of Friendship?" he asked.

"Same thing," Twilight said, chuckling. "It's just that after... well, an important event in my life, it became popular to say Element of Friendship."

"Vhat event?" Medic asked.

Twilight sighed. "It was the greatest day of my life," she said. "I became... something amazing... but later on, I made a terrible mistake... I put aside what I had gained, and have tried to live my life simply..."

Medic frowned. "...I vill know eventually, fraulein. Ve vill merge, und our minds vill link," he said softly.

"And I will know why you are so reluctant about talking about your past," Twilight countered, staring at him.

Psychopathic physician and superpowerful unicorn genius stared at each other for a long moment. Medic was the first to look away. "...Ve vill talk after zis is over, Frau Sparkle. I svear to you."

Twilight Sparkle nodded. "I'd like that," she said, smiling gently.

Meanwhile, Engineer and Rarity were wandering aimlessly, not sure of what to look for. Engineer manifested his build tool and began fiddling with it, changing some setting and rigging it to use as a scanner. Rarity looked around the hallway and sniffed. "Rather organized, which I can respect, but not much for aesthetics," she said.

Engineer shrugged. "Snipes never had much use for fancy stuff beyond hats, maybe a few personal decorations, or a sweater to wear when it got cold" he said. "Fanciest thing he ever owned was a copy of his sniper rifle that Soldier strapped a battery to and wrapped holiday lights around." 

Rarity blinked. "Hm?"

Engineer chuckled. "Solly wanted to give everyone a present one Christmas," he said, "So he bought copies of everyone's most used weapons, rigged up a little battery, and wrapped holiday lights around them. It's just some nice thing he did. He bought himself a rocket launcher to wrap lights around when he realized they actually looked cool."

Rarity smiled. "For all the violence you nine are capable of, there is such kindness and nobility in you," she said softly.

Engineer blushed. "Aw, we're just tryin' to make do," he said.

Rarity chuckled. "And... forgive me for saying so, but I never realized when you were a pony... you're the shortest member of your team?"

"Only in height," Pyro said as she and Trixie passed the two of them.

Rarity blushed and grinned at the implications, while Engineer just groaned and pulled his hard hat down over his head.

"Oh, she's in love, she's allowed to tease," Rarity said. Engineer just shook his head, chuckling.

Trixie shook her head. "Interesting relationship you two have..." she said, frowning. "But I have to ask... is that really what you look like as a human?"

Pyro, her facemask sitting on top of her head, nodded. "Yeah. Comes from years of playing with fire and not having magical resistance to it," she said. "It's why I wear the asbestos lined suit all the time when in combat. Which, in turn, is also why my voice is so raspy. It gets even deeper when I have the mask on." To demonstrate, she pulled her mask down over her face. She manifested her flamethrower and raised it over her head triumphantly.

"Huddah huddah huddah!" she cried out, her voice sounding mannish through the muffling mask.

Trixie blinked. "What?"

Pyro pulled up her mask again, and giggled. "Sorry. That doesn't actually mean anything," she said. "It's just a basic triumphant cry."

Nearby, Soldier grumped, realizing that he just lost the bet he had made with Demoman over what that particular phrase was. Trixie chuckled.

"You're a strange one, Pyro," Trixie said. "You dance in flames as if you were a part of them. And yet just earlier today you got pissy with me over how I was handling my fireworks."

Pyro quirked an eyebrow. "Fire isn't something to be trifled with," she said. "I can let it go if someone makes those stupid fireworks that write words or draw pictures in the sky, but you were being very sloppy with the way you were handling them. You were overloading the launchers."

"You really think so?" Trixie said, frowning. "I haven't had the proper time to set up a show yet, so I wanted it to be spectacular when I finally do get a chance to perform..."

Pyro shook her head. "I don't mind if my face melts off, but I'm not about to let people I care about get burned," she said, shivering softly.

"...Are you all right?" Trixie asked as the two of them walked down the hall.

"...No," Pyro said. "I can't see Pyroland in here, and I'm feeling really cold for some reason. This place feels... wrong."

Trixie looked around. "Come to think of it... the further we go down this hall..." she said softly. She concentrated, her horn glowing, and shivered. "Yes, this is starting to feel off... Like the time I was possessed by the Alicorn Amulet..."

"Should we turn back?" Pyro asked.

Trixie shook her head. "No, unfortunately," she said. "This probably means we're getting closer to whatever pushed us into Sniper's head."

They continued down the hall, noticing a turnoff. They went down it, making the turn, and paused, staring at the doorway in front of them.

"You think this is where the problem is?" Trixie asked sardonically.

Pyro nodded. "Yeah, um... Guys? I think we found where the issue is!" she called out.

The BLUs and the Elements all gathered around the door, staring at it worriedly. Unlike the simple wooden doors, this one was steel, with heavy padlocks and chains on it, a smaller door with a locked, pull-open handle on it, similar to a mailbox, on the front. The label on the door said 'WARNING – Darkest Thoughts and Desires – Do Not Open Under Any Circumstances – Insert New Material Through Slot In Door.'

The locks were broken, the chains hanging loose.

"Ve must go inside," Medic said. "Vhatever is affecting our associate must be in there."

The BLUs all traded looks and nodded, readying their weapons and heading inside, the concerned Elements following after.

The room they entered was a dark, dimly lit dungeon. All the doors were thrown open, each cell empty. Save for one, at the furthered, darkest part of the dungeon.

It looked like Sniper, but it was wearing a black vest with a hazard symbol on it instead of Sniper's regular brown one. Its shirt was dark red, almost brown, and its face had a thick, grizzled growth of a beard and mustache. The Not-Sniper was relaxing on a chair, his slouch hat pulled down over his eyes. He grinned when he heard them approach.

"G'day, mates," he said. "Welcome to my parlor."

"Who the hell are you supposed to be?" Soldier snapped, aiming his rocket launcher at the Not-Sniper.

The Not-Sniper grinned. "I'm everything Sniper tries to repress about himself. His hatred, his anger, the elation he feels when he makes a kill..." he said, waggling his eyebrows at Rainbow Dash and adding, "his darker sexual fantasies that he's ashamed of..."

Rainbow Dash frowned, backing away slightly, the Not-Sniper's gaze making her feel dirty.

The Not-Sniper chuckled. "Basically, I'm the living embodiment of everything Sniper hates about himself. You can call me the Christian Brutal Sniper," he said. "Or just CBS if you don't feel like sayin' the whole thing."

"Okay..." Pyro said softly. "This is hitting a little too close to home for my taste..."

Spy blinked. "Wait, Christian? Sniper is an atheist."

CBS snickered. "He wasn't at first. He was pretty devout for a while," he said. "But then he found out that his church had murdered some aboriginals that were living in the area simply because they weren't white."

"WHAT?!" Twilight said, shocked. The other Equestrian natives looked similarly disturbed.

"Heh. Humans kill for the stupidest reasons, sheila. They're all killers by nature. You just got lucky in that the killers you got were also nice guys. As for Snipes, his parents left the church, as they had joined years after the murders happened. But that didn't stop him from being so bloody ashamed of being associated with that congregation, so furious with the idea that God would allow creatures like that to exist, that he abandoned his faith entirely. And all his old beliefs ended up in me," CBS said, snickering and starting to stand up. "Part of him realizes that not all Christians are like that, that the church was just a touch of the lunatic fringe. Didn't really help him, though. Heh."

The evil version of Sniper took a step forward. Demoman shot stickybombs at his feet. "I'd stay put if I were you, laddie," he said, snarling.

"You don't get it, do you?" CBS said, cackling. He snapped his fingers, and the dream weapons the BLUs were wielding vanished. He stepped forward, and snapped his fingers again, and the BLUs were turned into their pony forms again. The ponies looked around, suddenly confused.

"Wait a minute..." Twilight said softly.

"Very good, sheila," CBS said, grinning a cruel, twisted grin. "You opened the door, little princess. And let Nightmare Moon in. And she, in turn, let me out."

"We will not let you pass, Christian Brutal Sniper!" Soldier proclaimed. "You're going back in the back of our friend's mind and locked up where you belong!"

"Sorry mates," CBS said. "But you've already lost. But before I leave you here, let me give you a couple little tidbits of information: Firstly? While you did start out in Sniper's head, and I was behind a door similar to the one you lot stepped through, you've actually not been in his head since you stepped through that door."

"No... NO!" Twilight said, realizing.

"Second thing? Smooze just makes it easy. There's more than one way to become a Nightmare," CBS said, snapping his fingers as he stepped out of his cage. The BLUs and the Elements were all forcefully yanked back into the cages, which locked behind them.

CBS laughed, ignoring the screams of his captives as they pounded against the door. "Twilight was the first to figure it out. But I think this Nightmare Moon sheila's pretty much underestimated just how violent I actually am. I'll have to thank her, though. I'll just kill her instead of mutilating her. You lot, on the other hand..." he trailed off, silence filling the room as the meaning behind his words set in. "Heh. I love that look. Shame I won't be able to see that when I take over Sniper's mind and wake up. See ya."

CBS ran out of the room, slamming it shut behind it, all the locks repairing itself. He ran down the hall, a sneer on his face as a light appeared at the end. He leaped into the light, his cruel laughter drowning out Sniper's scream...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Reality..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Sniper's body began convulsing, his coat darkening as he grew larger, a blood red horn growing out of his head, his wingspan increasing. Once the convulsions passed, he chuckled, slowly pulling himself upright and looked around the room at the sleeping ponies around him.

"Myeheheheheh," he chortled. "It's like Christmas morning..."

Not-Sniper stretched, flexing his wings. "Oh this is a beauty," he said, chuckling. "Well, onto business. If I'm going to be a Nightmare, I might as well take a Nighmare name..." A thoughtful look crossed his face. "Hm... Nightmare Brutality. Yeah, that sounds right."

He concentrated, manifesting a massive machete with a saw-like edge. "Now THIS is a knife," the newly christened Nightmare Brutality said, looking over the weapon. He looked over the others, his eyes eventually settling on Rainbow Dash.

"Of course..." Nightmare Brutality said. "How perfect. How APPROPRIATE. God provides."

_NONONO! _Sniper screamed inside his mind, trapped by the Christian Brutal Sniper personality.

"Oh yes..." Nightmare Brutality said. "You bloody watch this, Mundy. God and Nightmare Moon given me the most wonderful gift of all, they has. The chance to BREAK YOU in me first five minutes of life." The Nightmare thought about it, and added. "Of course, I should probably cripple the others first, before our dear little princess figures a way out of the trap Nightmare Moon has set up for them. That will make the gutting of dear little Dasher so much more satisfying..."

He thought for a moment, and shook his head. "Naaah, too complicated," he said, gently stroking the sleeping form of Rainbow Dash with the machete. "All right, my chromatic sheila... Let's see how much blood's in ya..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Across town..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Minuette, yon sexy beast!" Orion set, fluttering down into the Doctor's laboratory. "How far down along the river are you today?"

Minuette cast a glare at him. Orion looked at her, saw the knives strapped to her hind legs, and frowned. "Further down the river than I'd like," he said softly.

"Jack, we need you," she said. "The Doctor's detected someone that's suffering from severe Smooze poisoning. He's fairly optimistic about getting to whomever it was in time, but I still remember what happened when the Doctor was changed. I saw Nightmare Juggernaut." Her horn flashed. "I'm not risking his life again. I am NOT letting that Question be asked."

Orion blinked. "...Careful, River Song," he said. "Because if the Doctor gets wind that we know the Answer he doesn't, then we're all in trouble." He looked around, and frowned. "Where is the Doc anyway?"

Minuette's expression changed from fierce to annoyed. "Somehow, he's learned how to move like Pinkie Pie."

Orion blinked. "What?" he said, confused. He then eeped as the Doctor literally appeared beneath him and lifted him into the air.

"Why are we still standing around here for? There's still time to get to the victim before he or she turns!" the Doctor said.

Minuette facehoofed. "Doctor, look at where you are right now."

The Doctor blinked, and looked at Orion, who had gone limp and draped himself over the Doctor. Orion grinned, waggling his eyebrows suggestively.

"Jack's on top of me. So?" the Doctor asked, honestly confused.

"Think about that very carefully for a second," Minuette said, allowing a smirk to come to her face. "Captain Jack Harkness is on top of you." 

Orion snickered. The Doctor stared at her for a moment before an exasperated look crossed his face. "Oh for heaven's SAKE Jack!" he said, sliding out from underneath Orion and letting him drop to the ground. "I'm MARRIED!"

"We've been here over five years and I'm still trying to wrap my head around that," Orion said, smirking. "And at any rate, would you honestly like me if I were anything other than what I am?"

The Doctor smiled slowly, and shook his head. "Bah, the both of you," he said, chuckling. "I don't know what I'd do without you sometimes." 

"Let's hope you never have to find out," Minuette said. "Shall we, Doctor?"

"To the dance floor, then," the Doctor said, pulling out his sonic screwdriver. "But are the knives necessary?"

"I broke time to save your life, Doctor," Minuette said firmly. "And I would do it again."

The Doctor frowned, looking worried.

"In the meantime," Orion said, attempting to change the subject. "We have a Smooze victim to save. Is Barricade coming with us?"

"She's taking care of some business with the mayor, plus I'm not exactly trusting of soldiers," the Doctor said. "And before you say anything, I checked, the BLUs and Elements are doing something as well so I couldn't ask them either."

"Do we have an idea of where the Smooze corruption is coming from?" Minuette asked.

"Somewhat," the Doctor said, whipping out his sonic screwdriver and scanning the air with it. He flipped open the tip and looked at the readout. "There's a coffee house in town. I think they may have a new hire they aren't aware of..."

Orion rolled his eyes. "Marvelous. Like your cookie seller, then?" he said.

The Doctor scowled. "Yes, like my bloody cookie seller," he snapped. "Can we get a move on?"

Orion nodded, smirking and adding, "You're cute when you're all frowny-faced."

"That I can agree with," Minuette teased, grinning.

The Doctor groaned as he started on the road into town, the others following behind him. Minuette stared at Orion in moderate amusement and exasperation. "Jack, how many times are you going to flirt with my bloody husband?" she asked.

"I HAVE said you can join in as well," Orion said.

"A girl develops a sense of propriety over the years," Minuette said.

Orion laughed. "Relax. I just do it because it's funny, and I know I can get away with it with you two. I'd never really infringe on a committed relationship."

"Sometimes I think we should have you committed," the Doctor said, smirking. The three of them chuckled as they made their way into town. When they got near the cafe, they found Cheerilee sitting there, calmly sipping her tea. The Doctor suddenly broke forward, whipping out his sonic screwdriver and scanning Cheerilee.

"Can I help you?" Cheerilee said with mild irritation.

The Doctor frowned. "I'm sorry... I'm so very, very sorry... But you are suffering from a severe case of Smooze poisoning..."

Cheerilee's eyes went wide with fright. "W-What?!" she said, looking down at her tea. "But... But I haven't been..."

The Doctor scooped the cup out of her hoof and scanned it. "There's definitely Smooze in this cup," he said. "And... and plum juice. Why plums again?"

Minuette frowned, withdrawing some knives from her holsters. "Who was your server?" she demanded.

Cheerilee blinked, staring fearfully at the cup. "Cream Gravy, but..." Cheerilee said. Minuette started to go inside, a snarl on her face.

"River, wait!" the Doctor called out.

Orion flew in front of her. "River, I know Cream Gravy!" he said. "He's the one that suggested I apply for the Wonderbolts Academy! I've been getting tea and pasties from him since I've been here!"

"Correct," said a voice from behind them all. "Cream Gravy is the pony who delivered the poison, although he never knew he was doing it."

Minuette, Orion, Cheerilee, and the Doctor turned, spotting Masky Earth Pony in his disguise as Sweet Treat. He grinned.

The Doctor smirked at him. "And there you are again, old friend," he said. "Why don't you show us your real face?"

Masky Earth Pony chuckled. "I don't need to, Valeyard," he said. "I'm just amused you haven't noticed."

"Noticed what?" Orion demanded.

The Doctor and Minuette, however, were already scanning the area.

"Oh bloody hell..." the Doctor muttered.

"Damn it all..." Minuette said.

"What?" Orion asked. "What is it?!"

"The plaza's empty," the Doctor said, scanning with his screwdriver. "A perception filter is making everypony stay out of the area."

"Doctor, what's happening!?" Cheerilee asked, visibly frightened.

The Doctor turned to the shivering schoolteacher and smiled weakly. "Stay calm, stay calm," he said. "I'm going to help you."

Masky Earth Pony sipped his tea and chuckled. "Two things, Valeyard.," he said. "One, in answer to your earlier question, plums are the only thing that can disguise the taste of the Smooze perfectly. And two..." The Masky chuckled. "You don't seem to realize that it's already too late."

The Masky shifted back to its natural form. At the same time, Cheerilee's eyes rolled into the back of her head. She collapsed and began convulsing. The Doctor, Minuette, and Orion all ran to her side, trying to hold her down so she didn't hurt herself.

They need not have bothered.

Vines erupted from the ground, thick, flowering vines that grabbed up the three of them and pulled them up against the flowery trellis that lined the patio. Cheerilee's coat, mane, and tail turned three different shades of sickly green, her Cutie Mark changing to a trio of thorny roses. Vine-like wings with flower petal feathers sprung from her back, the teacher sobbing as her body was wracked with agony at the transformation. A horn erupted from her forehead, Cheerilee's blood turning green as the thick, thorny, wooden-looking appendage emerged. Her body shuddered, Cheerilee whimpering as the Smooze took over her mind...

Masky Earth Pony walked over to her as she slowly stood up. The new Nightmare looked at the Doctor, Orion, and Minuette as they struggled to get out of the vines holding them to the trellis, and smirked. Vines mummified the three of them, hiding them from view completely.

_Do YoU kNoW wHo YoU aRe?_ Masky Earth Pony asked.

"Yes," the Nightmare that was once Cheerilee said. "I am Nightmare Gardener."

_Do YoU kNoW yOuR pUrPoSe?_ Masky Earth Pony asked.

"To cause suffering," Nightmare Gardener said, grinning viciously.

_Do YoU hAvE a PlAn To Do ThAt?_ Masky Earth Pony asked.

Nightmare Gardener nodded. "Yes... A school play. One Ponyville will never forget. I just need to gather the children for their first 'rehersal.'" The Nightmare giggled cruelly. "And once my little seedlings are all in place, then Cheerilee's Garden will be more than ready for planting."

_**TO BE CONTINUED...**_


	22. Brutal Sniping Part 2

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 21: Brutal Sniping- Part 2**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts immediately after the events of Chapter 20. Note about my tumblr: If something happens there that looks like a scene instead of a question answered, then unless I say otherwise it's canon to the story. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_BLU Base..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Nightmare Brutality gently stroked Rainbow Dash with the massive, saw-like machete he had manifested. "All right, my chromatic sheila... Let's see how much blood's in ya..."

He traced the knife over her chest, moving slowly down her gut, ready to maim and mutilate.

He was interrupted, however, when he heard an alarmingly familiar sound.

_ BE-BEEP *chrrr*_

"Oh hell..." the Nightmare muttered. He whirled, only to find himself face-to-face with a shining robotic alicorn made out of crystal, glaring at him with her horn blazing. Nightmare Brutality tried to thrust forward with the knife, but a pair of chainguns popped out from her sides, peppering him with magical bullets and driving him away from the others.

"You... You're Engie's bloody Gem Sentry!" Brutality shouted, confused as he shielded himself with a wing. "But how?! Your AI wasn't finished being programmed!"

Gem Sentry spoke briefly, but all that came out were electronic warbles and beeps. She frowned, briefly confused by this, and shook her head, keeping up her barrage.

"Heh," Brutality said, grinning as he was slowly pushed back by the barrage. "Engie never programmed a proper voicebox in ya, did he? He cared more about your GUNS than your personality! You're just a weapon to him!"

Gem Sentry scowled. She may not know much, considering she's only been activated for about five minutes, but she knew that her father definitely cared about her. She opened her mouth, revealing a speaker embedded deep in her throat, and screamed, a powerful sonic attack blowing Nightmare Brutality out of the room and out of the building, the walls he slammed into shattering like glass.

Outside, Nightmare Brutality landed hard, bouncing through the dirt. "Bloody hell..." he muttered. "A fucking robot alicorn..." He hated to admit it, and indeed the very thought of it was anathema to him, but he needed a plan...

He took to the sky, retreating for now. But he wasn't anywhere near done.

Gem Sentry chirped, and then looked around at the still-sleeping ponies, frowning worriedly. Glancing at the clock, she saw it had been three hours since they had gone to sleep. She looked over them all, her computer brain doing rapid calculations. She frowned at the horn on her head, wondering if she could cast a waking spell of some kind.

She shook her head, frustrated. Weapons, she understood. After all, she was one. But magic? She bit her lip, knowing that it was risky, but she had to try. She couldn't let her father and the others sleep eternally, especially with that corrupted version of their teammate out there.

She closed her eyes and concentrated, focusing the magical energies flowing through her into her horn, concentrating on the phrase 'WAKE UP.' She visibly strained, her blue magical aura taking shape, forming a quartet of rockets from a normal sentry swirling around her horn again and again. As she focused, the glow of the magical rockets grew more and more intense. She opened her eyes with a gasp as the glowing aura rockets flew out from her horn, splitting into eighteen and striking the heads of each of the BLUs, Elements, and Spike.

"Wha... wha's going on?" Spike said. "I was having the nicest dream..."

"Better than the one we were having," Rainbow Dash said. "Freakin' Nightmare Moon tricked us, trapped us in a snare and turned Sniper evil." She looked around worriedly. "Where'd he go, anyway?"

"And how did we wake up?" Rarity asked.

"I think I know..." Twilight said softly, pointing at Gem Sentry.

"Oh mah God..." Engineer said as he looked Gem Sentry over. The robot alicorn beeped happily, and nuzzled Engineer. "But how..."

Gem Sentry spoke at length, making sounds that to the BLUs just sounded like the noises a regular sentry made.

"Uh... I didn't quite catch that," Trixie said. "Again please?"

Engineer blinked. "You DIDN'T understand that?" he said, honestly confused. "Ah did."

"As did I," Rarity said, visibly surprised.

"Me too," Pyro said, giggling. "She has a pretty voice!"

Gem Sentry blushed, grinning.

Scout just nodded slowly. "Okay then... so what'd she say?"

Engineer had a bemused look on his face as he contemplated the fact that only he and Pyro could understand Gem Sentry. "Well... From what she remembers, her programming was finished by a pony in a hooded sweatshirt, one that prevented her from seeing what species he was. He left soon after, and almost immediately Sniper turned into... what did you call it? Nightmare Brutality?"

Gem Sentry nodded, beeping.

"Eesh..." Scout muttered. "Less of a mouthful than Christian Brutal Sniper at least. Sillier sounding, though..."

Engineer nodded, ignoring Scout. "He was about to cut into Rainbow Dash when she stopped him, chasing him off," he finished.

"Our colleague is still out there, ladies and gentleman," Spy said. "We have to stop him before he hurts anyone. Zis new Nightmare seems to have none of Sniper's professionalism and is about as subtle as a drunken Barricade, so we may be able to find him easily."

"He's still smart like Sniper, though," Rainbow Dash said. "We have to be careful." _You protected me all this time, Sniper, _she thought. _I'm gonna protect you now._

"The things you wake up to sometimes," Spike muttered, wishing he had stayed asleep.

Twilight frowned, nodding to Rainbow Dash. "Let's go look for him, then," she said. "We can figure out what to do with Gem Sentry later."

"Yeah, maybe we'll crown her a princess or something," Scout said, rolling his eyes.

Everyone stared at him. He shrugged. "Well, every other alicorn we've seen has been a princess," he said.

The Elements traded amused looks. Twilight just held her tongue. Gem Sentry beeped, as if considering that, and made a pleased-sounding chirp, grinning widely.

"Marvelous," Engineer said, chuckling. "Y'all done put the idea in her head now."

The banter helped a little, lightening the mood somewhat. They still had to find their friend, though. As they dashed into town, Demoman and Zecora pausing only long enough to pick up the saddlebags they had brought and Spike hopping up onto Twilight's back, Derpy paused, looking worriedly into town.

"Derpy?" Soldier asked. "What's wrong?"

Derpy frowned, and shook her head. "I just... had a really bad feeling all of a sudden..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_At a peaceful home..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Dinky slept comfortably in her bed, dreaming peaceful dreams. She was startled awake by something sitting on her bed with her. Yawning, blinking her eyes tiredly, she looked up.

When she saw the tall, slender, faceless pony in the black suit coat sitting on her bed, she gasped, hiding under the covers, whimpering.

Nothing happened, however. She cautiously looked out from her covers at the faceless pony. She had the oddest feeling that the faceless pony was smiling warmly. She gulped nervously, lowering the covers even more... and noticed the plate that had appeared next to the faceless pony.

On the plate was a double chocolate chip muffin. Freshly made, if the warm smell was any indication.

Dinky smiled.

And then the tentacles lashed towards her.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Minuette, the Doctor, and Orion struggled desperately in their bonds, trying to force their way free of the vines. Minuette finally managed to free her horn, and levitated her knives up, shredding her bonds. Gasping for breath, she shook her head to clear it and freed the Doctor and Orion.

"That could have gone better," Orion said as he brushed leaves out of his mane.

The Doctor huffed. "Such terrible evening service at this restaurant," he said. He peered at the sign, realizing it had been closed for five hours, and sighed. "And of course it was closed, this late in the night..."

Minuette frowned. "Cheerilee was probably compelled to come here and the Masky impersonated the staff. How long were we trapped?" she asked.

Orion checked the clock and grimaced. "Three hours. Nightmare Gardener's been on the loose for three hours. Everypony is else probably in bed by now..."

The Doctor fiddled with his sonic screwdriver, the device making a shrill noise as it was waved about. He began to pace. "Right! Well then, what to do. We're facing off against a vastly superior opponent who can kill us at any time and plans to murder all or at least most of the children in Ponyville. We're outmatched, outpowered, and generally outdone in every way."

"Real good at boosting morale, Doc," Orion quipped.

"Hush, I'm not finished talking," the Doctor said. "The question is how can we find her, and how can we defeat her? A difficult question, with some difficult answers. Annoyingly, we don't have the TARDIS to travel around like we used to, so we have to explore other options that I'm not too fond of..."

"Such as?" Minuette asked, frowning.

"Still not finished talking!" the Doctor said. "I'm not fond of these options but we need to make use of them nevertheless. Jack, you go find Barricade and get her involved. You can talk anypony out of their pants, so it should be easy for you to get her help on this, since it's something she'd do anyway. River, go find the mercenaries and convince them to let you borrow Pyro. If you want to fight plants, you get fire. I'm going to go look for Nightmare Gardener."

"And what will you do when you find her?" Orion asked, frowning.

"HOW will you find her?" Minuette asked.

"In answer to the second question, she's a plant pony. I'll just look for great conglomerations of flora. As for the first question, I'm going to talk to her. I like talking. I'm good with my mouth," the Doctor said, smirking.

Orion couldn't resist giggling. "'Good with your mouth?' You DO realize what sort of images that puts in my head, don't you?"

Minuette giggled.

The Doctor blushed, giving him a frustrated look. "I just crafted a brilliant yet makeshift plan to stop an evil plant pony and you're standing here making lewd jokes!" he said, making a shooing motion with a hoof. "GO!"

Minuette and Orion ran off, the Doctor rolling his eyes. "For Heaven's sake," he muttered, looking at his screwdriver's readouts. "All right then, veggie monster... Where are you hiding?"

He walked back into the silent town, his screwdriver buzzing as he searched for signs of Nightmare Gardener. As he did, though, he glanced over at a statue next to the fountain in the center of town.

A statue of an alicorn with its forehooves over its eyes.

Sweat appeared on the Doctor's brow, a frightened look coming to his eyes. _No no no, it can't be... I got rid of them all, I DID!_ He stared intently at the statue, never letting it out of his sight, not even blinking...

"EX-TER-MIN-ATE!" bellowed a voice from behind him.

The Doctor yelped, whirling around and pointing his sonic screwdriver, only to find that there was nothing there. No Dalek, nothing at all. He frowned, confused, and then gasped, remembering the statue. He turned around...

...and the statue was gone. Again, with no sign it had ever been there. He looked around frantically, his heart pounding in his chest. (He missed having two hearts. At least then he could be CERTAIN he was still a Time Lord...)

"It wasn't a Weeping Angel..." the Doctor told himself. "It wasn't... I'd be dead or in the past now if it was..." He kept repeating it over and over until he was able to breath again. "Then what the bloody hell was it?" he muttered, going over to where the statue was.

His sonic screwdriver revealed no sign that the terrifying creature was even there. Instead, there was a small sheet of paper taped to the fountain. Written on it were the words 'DOCTOR WHO?' Only the three Os had Xs over them. Slendermane's symbol.

"I'm getting really tired of hearing that question," the Doctor muttered.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_At a home..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Snips and Snails both slept peacefully, having had good fun in their sleepover for the evening. The two boys were dreaming peacefully, unaware of the dark black tentacles waving over their heads. The tentacles gently brushed their heads, almost caressing them...

...and they both woke with a start, their dreams having turned to nightmares.

"Whu... huh?" Snips said sleepily. He yawned. "What the hay was that?"

Snails shook his head. "I dunno... But that dream got creepy fast..."

"Yeah, let's..." Snips trailed off, staring.

Snails glanced at his friend and frowned. The taller boy turned, and eeped when he saw the tall, slender pony with no face standing in the shadows of his room.

"Um... who are you?" Snips asked, the chubby colt frowning.

The slender pony in the suit jacket quirked its head to the side, as if considering them.

And then the tentacles lashed towards them.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Minuette ran towards the BLU base, planning out how to explain the situation to them. She was fairly certain she'd just have to mentioned 'Nightmare attacking children' and they ALL happily come along with her. The more firepower the better, she thought.

As she passed Sugar Cube Corner, however, she saw the BLUs and the Elements, along with Spike and... was that an alicorn made entirely of crystal?

Well, no matter. This just saved her some searching time. She took a breath to call out to them.

"No no no, my little pony," hissed a soft, sultry voice, a vine wrapping around Minuette's neck, choking her before she could speak. "No need to bother them now that they're chasing that little distraction Nightmare Moon unintentionally provided for me..."

Minuette was forcibly turned around, the unicorn finding herself staring directly into the now black with red iris eyes of Nightmare Gardener.

_Oh bloody hell... _she thought.

"Sweet child," Nightmare Gardener said, vines trailing from her back like tentacles, leading black, poisonous blossoms appearing as they wrapped around everything. "Sweet, sweet child. How naughty you are, trying to bring the real heroes into this."

Minuette gagged from the vine around her neck, but managed to smirk. "What's the matter, darling?" she teased. "Afraid of having the Elements after you?"

A vine-like tongue slid out of Nightmare Gardener's mouth, tracing a line up Minuette's body. The bluish-white unicorn shivered, squirming fearfully. Nightmare Gardener chuckled.

"I know who you are..." Nightmare Gardener said. "And I know who you are not. As I do with 'Jack' and your precious 'Doctor.' The master has shown me..."

Minuette shook her head fiercely. "You can't tell him! He's not ready to hear the Answer yet!" she pleaded.

Nightmare Gardener grinned. She never raised her voice, never got angry. Petals dripped from her vine-like wings, constantly regrowing as she studied her captive. Her eyes seemed to pierce deeply into Minuette, as is the horrific plant-creature was looking into her. Minuette tried to meet her gaze fiercely, but the monster's eyes were so unsettling that she found herself unable to meet them.

"So much sadness in you," Nightmare Gardener said softly. "So much anger."

"None of your business," Minuette snapped.

"So... much... HATE..." the Nightmare said, almost purring the word. More vines began to wrap around Minuette, sharp, stabbing pains going through her as they started to dig into her. "Tell me what you hate..."

Minuette struggled. She tried to reach out with her magic, grab her knives and carve her way free, but the vines creeping about under her flesh. She let out a cry as the vines began to wrap around her bones, sharp knives of pain stabbing through her.

"Tell me what you hate..." Nightmare Gardener repeated.

The vines inside Minuette were reaching into her mind. The pain was unbearable. She felt the vines reaching into her brain, into her thoughts...

"The Doctor..." Minuette choked out. "I hate... the Doctor..."

Nightmare Gardener cooed softly. "Why?" she asked in her soft, quiet voice.

"Because of what he did to Orion and I... because of what he did to the love of my life..." Minuette said. Tears flowed down her face as the memories were forced to the surface, memories of the crash of the TARDIS...

"What do you want to do to him?" Nightmare Gardener asked. From Minuette's forehooves, slender vines burst forth, wrapping around her knives and drawing them, the vines pulling back in, drawing the knives up until it looked like the unicorn had claws.

Pain was suffusing Minuette's entire being now. A low, feral growl escaped her throat.

"I want to kill him," she said, growling. "I want to kill the Doctor!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The Silver Estate..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Diamond Tiara and Silver Spoon slept close together, although Diamond was only partially asleep. Diamond was concerned for her friend, who had been scared of being alone every since the Song had echoed across Equestria. So she had arranged with their parents to sleep in each others homes on alternating nights.

Right now they were in Silver Spoon's room at her house. It wasn't as overly posh as Diamond's was, what with the small silver workshop in the corner, the spoon that Silver had earned her cutie mark from making mounted on a small pedestal.

She smiled at it. Contrary to what others may think of her, Diamond Tiara had nothing against ponies who did hard work. Silver did, after all, make her eponymous tiara.

She just had a problem with ponies who thought they were so special because they didn't know who the hay they were yet.

Diamond shook her head, sighing. Soldier had given the two of them a lecture on being nicer to other ponies after he caught them teasing the Crusaders one day. After she had explained her and Silver's point of view, he had immediately shot it down with one sentence.

"Instead of being a jerk about it, why not try being useful for once and HELPING them?!"

Silver Spoon had been visibly shaken by it. And later on, she had expressed a concern that they might have a reputation as bullies.

_Certainly, it was a concern, _Diamond Tiara thought. _If it gets around that we tease the Crusaders so much, we might not be able to get into a good school when we're older. _

She groaned softly, Silver Spoon nuzzling her in her sleep. She smiled a little, kissing her longtime friend on the cheek. _Well... maybe I can tone it down a little. For her sake. _

She yawned, and started to drift off to sleep, when she noticed the figure standing in the corner of Silver's room. A tall, slender pony with no face in a black suitcoat.

"Huh?" she said softly.

And then the tentacles lashed towards them.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"This is fucking ridiculous," Orion muttered. "She's the biggest goddamn pegasus in HISTORY, how can it be so hard to find her?"

He had gone to both the Mayor's office and her house, but hadn't been able to find Barricade anywhere. He tried to think of where else he could look for her.

"Maybe a bar?" he said. "She does strike me as the laid back type when she's not on the job..."

A low, feral growling came from the bushes. Orion froze.

"It can't be..." he said softly.

The snarling came again. Orion shook his head. "No... no, we beat it! The Rake's in Tartarus with the rest of the Fears!"

"Doctor..." snarled a voice. "I see you, Doctor..."

Orion reflexively looked around, trying to see if the Doctor was actually there. He himself was the only pony in sight, though, and that worried him.

Plus, that voice sounded really familiar. The snarling was just like the Rake's, but the voice...

"River?" he said softly.

"NOT River!" the voice snarled. "DIE, DOCTOR!"

From the shadows leaped a bluish-white blur. Orion was tackled to the ground before he could take off, blades lashing into his forelegs as he tried to hold the creature on top of him back.

Snarling and slavering like a monster, Minuette was on top of him. Vines emerging from her hooves tied knives to her legs, vines with black blossoms emerging from various points of her body. She fought fiercely against Orion, the midnight blue pegasus struggling to keep the psuedo-Rake's claws from ripping his guts open.

"River... River, please, it's Jack!" Orion pleaded. He'd fought the real Rake successfully, but this was his friend. He didn't want to hurt her.

"Not River! Don't want this monster in my head! YOU PUT HER THERE, DOCTOR! DIE! DIE DIE DIE!" Minuette screamed, shrieking, pounding her clawed hooves at Orion, his blood splattering over her as she cut into him. To her, Orion looked like the Doctor, her hatred for him boiling over tremendously.

_Oh God..._Orion thought. _Gardener did this, played on her frustration over what happened when the TARDIS crashed... _"MINNIE!" Orion pleaded. "Minnie, please, it's me, Orion!"

Minuette let out an unholy bellow. She fought her way past Orion's arms and prepared to rip his throat open with her claws when something tackled her, knocking her away from Orion and pinning her to the ground. Minuette snarled, trying to free herself, when a device was pressed against her ear and started buzzing loudly.

Minuette let out a howl of agony as the device was held up against her, vibrating her entire body. The vines growing throughout her slowly rotted away and dissolved, the unicorn falling limp in the arms of the figure holding her, her knives falling away as the vines in her hooves rotted to nothing, blood oozing slowly from the wounds the vines inflicted from breaking out of her.

She groaned softly as the Doctor released his chokehold on her and turned to Orion, who slowly picking himself up. He was bleeding from the multitude of knife-claw wounds Minuette had inflicted on him in her brief time as the Rake.

"You all right then?" the Doctor asked.

Orion nodded. "Superficial scratches. Couple gouges, but they'll patch up easy," he said, chuckling. "Bit of a scare, there. I've been too scared to test and see if I was still immortal. Didn't really want to test it by getting murdered by a brainwashed friend."

The Doctor nodded, scanning Minuette with his screwdriver. "She's partially poisoned by the vines. Fortunately, it's a poison that the hospital has an antidote for. You up for flying her there?"

Orion nodded. "Yeah... Sorry Doc, looks like we're not gonna be much help on this one," he said.

The Doctor sighed. "Just stay alive, Jackie. That's all I ask. You two are all I have left..." he said, slowly helping Minuette to her feet.

"I'm sorry..." she whispered. "I'm sorry, I'm sorry..."

The Doctor raised an eyebrow, curious. "What for?"

Minuette looked up at him, giving him the saddest smile he had ever seen in his lives.

"Spoilers..." Minuette said softly.

[_Subjects Designate: River Song, alias Minuette, and Captain Jack Harkness, alias Orion. Combat data regarded as unimportant. Subjects are noted allies of the Doctor, whom the Monster has designated one of its primary targets. Subjects will most likely try to prevent the Monster from completing its work on the Doctor. Query: Should they be eliminated?_]

[_Negative. The Monster has chosen to allow River Song and Jack Harkness to live as part of its method of breaking the Doctor. The Monster, illogically, has decided it would be amusing to see if they can be broken as well._]

[_Acknowledged._]

[_Proceed with original objective. Find and obtain sufficient combat data on the natives to this world Designate: Elements of Harmony._]

[_Affirmative._]

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The home of a young filly's parents..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twist stirred softly in her sleep, slowly coming awake. "Shouldn't have had thothe extra thodath before bed," she said, yawning again. She put her glasses on and headed for the bathroom, humming softly to herself.

After finishing her business and cleaning up, she yawned, heading back for bed. She looked over at her little desk, and smiled, going over to glance at the notes on it.

She loved making candy. Plus, her Aunt Bonbon and her wife Lyra were great about letting her try new things in their shop's kitchen. She'd invented at least twelve new mint candies since getting her Cutie Mark, all of which sold like hotcakes.

She did a little math in her head, and wrote a correction on her notes. She would try this new recipe tomorrow. She hoped it would sell just as good as her past successes had. Her failures had been thankfully few, but she'd learned something new from each one.

Satisfied for now, she yawned and turned towards her bed. To her surprise, though, there was a plate right behind her with a small, wrapped caramel on it. A note was next to the caramel, which read 'For you. :)"

Something about the way the smiley face was drawn was mildly unsettling. But other than that, she was pleased. Lyra liked to sneak her sweets sometimes when she thought Bonbon or her parents wasn't looking. Fiddling with the candy a little, she unwrapped the caramel and popped it into mouth, sucking on it happily and closing her eyes, savoring the rich taste. What a fine thing to discover while heading to bed!

She never noticed the tall, slender, faceless pony coming out of the bathroom she had just left. She never noticed until it was too late, and she was taken by the tentacles...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"What's with these flowers?" Scout said.

"What flowers?" Twilight said as she scanned magically for Nightmare Brutality's presence.

"Twilight, there's these weird vines that just started growing nearby," Pinkie Pie said. "Plus, I got a new Pinkie Sense combo..."

Twilight and the other Equestrian natives immediately turned towards the pink party pony. "What was the combo and what do you think it means?" Rarity asked firmly.

"Double eye flutter, pinchy knee, and itchy back," Pinkie explained, looking worried. "I think... I think it means that at least two of us are gonna be taken out of action."

"Fatally?" Spy asked, worried.

"No..." Pinkie said softly. "There's a single feeling I get for that. Thankfully, I don't feel it much..."

"This is ridiculous," Engineer muttered.

"Pinkie Pie's Pinkie Sense has never been wrong," Twilight said. "If these flowers triggered something in her senses, then I say we trust it." Twilight looked at the flowers Scout and Pinkie Pie had pointed out. Indeed, on the side of a nearby building, black flowered vines were twisting around, slowly growing and reaching up towards the window. She sniffed them and cringed.

"Ugh... they smell like the last time Spike tried to make one of Pinkie's special spicy cupcake recipes with gemstones..." she muttered, rubbing her nose.

"You're never gonna let me hear the end of that, are you?" Spike muttered.

Scout sniffed a flower and gagged. "If that cookin' attempt smelled like it shoulda come outta the butt instead o' goin' into the mouth, then yeah, that's what it smells like."

Spy frowned. "Zey smell all right to me," he said, sniffing the blooms. "Almost like... like vanilla frosting."

Scout stared at him. "...You're kiddin.'"

Spy shook his head. To the surprise of the others, Spy was unconsciously shifting to his changeling form as he leaned in to sniff the flowered vines. "It definitely smells like cake frosting to me," he said. He ate one of the flowers and smiled. "Tastes like it, too. It reminds me of zis one time I visited the Eiffel Tower..."

"They're making me nervous," Pyro said, glaring at them.

Engineer blinked. "What do you mean, darlin'?"

Pyro shook her head. "Pyroland is rotting around these blossoms..." she said. In her eyes, the colorful landscape that suffused her mindscape was turning brown and moldy, the very presence of these vines corrupting the cheerful world that overlaid her vision.

"Like back in the basement when Nightmare Moon took over the others..." Engineer said softly.

Pyro turned to Spike, and said, "Hey dragonbreath. Wanna help me torch these things?"

Spike nodded, hopping off of Twilight's back and walking over beside the flame-using unicorn. "With pleasure," he muttered. "Something about these flowers just doesn't feel right..."

"Be careful," Twilight said. "I'm trying to remember these flowers..." They smelt toxic to ponies, but to Spy, with his changeling DNA, they were a treat...

Pyro's horn lit up with fiery magic as Spike took a deep breath. Both of their flames lanced outward, igniting the flowers... which exploded in a noxious black cloud. Spike and Pyro collapsed, both wheezing and gasping as the poison entered their bloodstreams.

"Engie..." Pyro moaned, coughing violently, blood starting to come from her mouth and nose as Engie rushed over to cradle her in his forelegs.

"Help... Twilight..." Spike pleaded, clutching his throat as he began to wheeze blood, Twilight holding him tightly and giving Medic a pleading look.

Rainbow Dash, Zecora, and Medic were already in motion. Medic cast his healing beam out, splitting it into two as he began to heal Pyro and Spike. Rainbow Dash created a quick micro-tornado which sucked up the poisonous mist and sent it harmlessly into the sky to dissipate.

Pyro and Spike began to breath more normally under Medic's healing beam, as Zecora fished an ugly white root out of her saddlebags. She quickly crushed it to powder in a bowl using her hoof, and poured water from a flask into it. With Engineer and Twilight's help, Zecora fed the hastily made potion to Pyro and Spike.

"Will that cure them?" Twilight asked, hugging Spike tightly.

Zecora watched them, seeing Pyro and Spike's breathing slowly normalize as they collapsed. She nodded. "If that bloom was what what I suspect, then the potion I gave them will their health correct," Zecora said.

Twilight kissed Spike, shivering softly as he groaned, nuzzling her. Engineer hugged Pyro tightly, the flame-wielder drifting off to sleep as the potion kicked in, Spike drifting off soon after.

"We have to get them to the hospital," Engineer said.

"Da," Heavy agreed. "They will be vulnerable if left out somewhere."

"I... I can fly them..." Fluttershy offered.

Rarity shook her head. "Teleportation would be faster," she said. "SO glad I decided to learn it after Discord relapsed..."

Twilight frowned. "Maybe I should..."

Rarity shook her head, placing a hoof on Twilight's chin. "Tut tut tut," she said. "You are a far more powerful magic-user than I. You're needed here on the front lines. I will take them, and Zecora as well. If they don't already have the antidote for the blooms, then she'll be invaluable to them."

"A reasonable plan, I'll do what I can," Zecora said, nodding.

Twilight frowned, and nodded. "All right. Just... hurry back," she said. "I couldn't bear to lose him..."

Rarity smiled warmly. "I'll make sure that Pyro and my little Spikey-wikey are perfectly safe," she said, levitating the sleeping dragon to her back and gently bracing Pyro up against her. She wrinkled her nose as the fire unicorn's brimstone-like smell, but didn't say anything.

Zecora stood next to Rarity as the fashion designer nodded to them all, her horn glowing. "Tally ho!" she said, vanishing in a flash with her three passengers. The flash of bright enough to hide the looks of pure fury that briefly passed over the faces of the BLUs, fury over the fact that something had hurt one of their own...

Derpy fidgeted uncomfortably.

Soldier frowned. "That's twice now. What's wrong?" he asked.

"I... I don't know..." she admitted. "I just... I just really want to get this over with..."

Rainbow Dash scowled at her. "Sniper's one of the team. You just gonna walk out on him?"

"I... I can't really explain it, Rainbow Dash! I just have a really bad feeling that something wrong with Dinky!" Derpy said, visibly frustrated.

Rainbow Dash blinked, and frowned. She turned to Twilight and asked, "Is it all right if she goes to check on her daughter?"

Twilight nodded. "Of course," she said. "Just remember that we may need you back here quickly. Take Soldier with you, and if Nightmare Brutality attacks, signal us in any way you can. I'll have us all there in literally a flash."

Derpy smiled gratefully and flew off, Soldier flying just behind.

Twilight shook her head, trading worried looks with Engineer. The technician sighed. "Ah guess Pinkie was right. We did just lose Spike and Pyro from the fight..."

"I'm sure they'll be okay," Twilight said, smiling. Gem Sentry smiled as well, nuzzling Engineer affectionately. "In the meantime," Twilight added, "We need to stick together. Nightmare Brutality would gut us one on one, plus there's the mystery of these weird poison flower vines to solve..."

Pinkie Pie giggled. "That sounds like a new Daring Do novel. "Daring Do and the Poison Flowers...'" she intoned, gesturing grandly.

Applejack rolled her eyes, smiling despite herself. "Focus, sugarcube," she admonished.

"I am!" Pinkie Pie protested. "I'm focusing on being the comedy relief so we don't go all grim and mopey and all turn into Angsty McEmopants from the fact that we're fighting a friend of ours turned evil! And on that note..." She reached behind her back and, out of seemingly nowhere, produced a fresh strawberry pie.

"Ooh, pie!" Medic said, grinning. The others stared at Pinkie Pie incredulously for a long moment before giving in to chuckles themselves. Pinkie really was a welcome relief from stress at times.

A thoughtful look crossed Engineer's face. "Spy, those flowers... You said they smelled and tasted good to you..."

"Oui," Spy said as he ate the slice of pie Pinkie provided for him, garnishing it with one of the flowers. "So?"

"You shifted to changeling while eating it," Engineer said.

Spy paused in his eating, realizing he hadn't shifted back yet. "...You think zat it may be something changelings eat, zen?"

"Well, you aren't coughing up blood," Engineer said.

Spy nodded, frowning. "...I can try to contact Queen Chrysalis," he said. "Her voice is still in my head, albeit peacefully."

The others traded uneasy looks, and nodded. "Do it," Twilight said.

Spy concentrated, reaching out with his thoughts, focusing on the feel of Queen Chrysalis's mind in his own. Within moments, he was in contact with her. Twilight cast a spell so that everypony could see what Spy saw, a hologram of Chrysalis appearing before the gathered Elements and BLUs, the Changeling Queen lounging on a moss-laden rock in the image. Said spell also allowed Chrysalis to see and hear them all as well.

_Oh, it's you, _Chrysalis said them all in irritation. _What do you want?_

"My lady," Spy said, "there are these strange vines with black flowers growing throughout Ponyville. Two of my friends tried to burn them, but were poisoned by mist. I myself have consumed one with no ill-effects, hwoever. They are... rather delicious..."

Chrysalis blinked, looking thoughtful for a moment. _Black flowers... Ah, I know what they are. Black Morrigans._

"Black Morrigans?" Spy asked, curious. Twilight cringed.

"What is it?" Applejack asked. "What are they?

"Black Morrigans are a particularly cruel poison. It kills slowly, burning away at its victims lungs..." Twilight said.

_Indeed, little princess, _Chrysalis said. _Black Morrigans are poisonous to all life in the world, save for my kind. To changelings, Black Morrigans are... well, it's candy, basically. It only grows around in areas my kind controls, however, so I'm a little confused as to why it's there._

"We have vines of the bloody stuff growin' all over the place. Plus, one of our mates was transformed into a monster too," Demoman grumped.

Chrysalis frowned. _Your friend developed plant powers, then? _

Heavy shook his head. "Nyet. Sniper is evil knife pony now, not evil plant pony," he rumbled.

An amused look crossed Chrysalis's face. _Then you have more than one problem tonight, little children. Because the only way Black Morrigans can grow out of a changeling controlled environment is through the darkest magic. _

"A second Nightmare..." Trixie realized.

"Chrysalis, we may need your help on this," Twilight said. "Can you teleport here with some of your changelings?"

Chrysalis snorted. _Of course not. There's been a spell barrier around Ponyville ever since your brother's wedding. I cannot teleport within a hundred feet of Ponyville. _

"Oh dear..." Fluttershy said. "So you can't come help?"

_ I never said that, _Chrysalis said, smirking. _The spell only blocks teleportation. I can bring a squadron to help clear out the Black Morrigans and help fight the two Nightmares. If we go fast enough, it will take forty minutes._

"It'll have to do, then," Twilight said. "Thanks, Chrysalis."

_QUEEN Chrysalis, _the Changeling Queen snapped, glaring at her. _I will tolerate our alliance, but I will be addressed with my proper title! _

Twilight just barely managed to resist rolling her eyes. "Of course, your majesty," she said, bowing slightly.

Chrysalis snorted, forcefully closing the connection, Spy wincing as she felt him leave his head save for that familiar buzz of her thoughts. The infiltrator frowned and shifted back to normal.

"Another Nightmare..." Engineer said, shaking his head in frustration.

Gem Sentry beeped, gesturing grandly.

"Lemme guess," Scout said, smirking. "'Don't worry, comrades! We shall triumph over this evil and be back in time for biscuits and gravy!'"

Gem Sentry nodded, letting out a chirping giggle. _Close enough, _she thought.

Pinkie and the others smiled and prepared to move out again. As she did, though, she hesitated. Her Pinkie Sense wasn't triggering, but something felt... very wrong...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sugar Cube Corner..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Pound yawned, slowly coming awake. He still wasn't comfortable with the new bed he and Pumpkin were sleeping in. The two had outgrown their crib a while back, the Cakes wistfully putting it in storage. He looked around the room, all of his and Pumpkin's toys staring back at him, their warm smiles comforting to the young pegasus.

He smiled. This was a good life, he thought. He and his sister were growing up, but he knew that this place would always be home.

He turned, looking at his sister Pumpkin, who slept silently beside him, idly chewing on a corner of their blanket. She looked so different, yet so much like him. He gently touched her horn, Pumpkin squirming a little.

Pound giggled inwardly. He was still learning words, but he knew that 'sister' would always be one of the most important ones he knew.

He adjusted himself slightly, so that he wasn't laying on his wings, and scowled. If he had been a little older, he might have known the word 'frustration' to describe how he felt when he thought about his wings. He had been getting too heavy, lately, to stay on the ceiling for more than a few minutes at a time. Rainbow Lady and Scooter Girl had assured him that this was natural, that wings grew slower than the rest of a pegasus's body, that he'd be doing a spider impression again soon enough.

He liked spiders, so the comparison pleased him. He especially liked them because they scared Pumpkin. And really, if a twin brother didn't have the right to tease her, who did?

He thought about that, and amended his thought. _My sister. Only I get to tease her. Everyone else has gotta be nice to her, _he decided, smiling and nuzzling her.

He yawned, and slowly closed his eyes, when he noticed Pumpkin squirming uncomfortably in her sleep, whimpering. He gently stroked her mane, concerned, when he noticed something out of the corner of his eye.

He turned, and saw a tall, slender, faceless white pony in a black suit standing in the corner of his room. It had picked up Pumpkin's beloved rubber chicken and was regarding it with the same curiousity one regards an ant before crushing it.

Pound stared at it confusion and growing nervousness. _A stranger, _he thought. A stranger was in his room. He wasn't supposed to talk to strangers unless Miss Pinkie, Mom, or Dad had talked to them first and said it was all right. _How did he get in? _

And then the tentacles lashed towards them.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Sniper planned. Sniper thought things out, determined all the angles, even when on the battlefield.

So naturally, Nightmare Brutality hated it.

He grumbled, idly stabbing at the corpse of a sparrow he had caught and mutilated, trying to figure out what to do. He needed to figure out a way to get past that Sentry's firepower to get to the others. He had Sniper's skill and aim, he could probably shoot the robot's head off, or pierce it through the eyes. Maybe damage a power intake valve.

But that's what Sniper would do. To Nightmare Brutality, the idea of fighting from long range like that was disgusting and cowardly.

He hated to admit it, but he'd probably have to think like Spy on this one. Be sneaky and cunning. Adding to that particular aggravation was the fact that ever since his initial contact with Nightmare Moon, he hadn't heard from her since. Why did she free him? What was her purpose for him?

Was he just a distraction?

"It better not be that," he muttered. "If I'm supposed to be a bloody distraction, then I'm gonna gut her with her own bloody horn..."

"You are an experiment," said a voice from behind him.

Nightmare Brutality turned, withdrawing the machete he had been using to mutilate the poor bird and aiming it at the figure behind him. His eyes widened, surprised at the sight of Nightmare Gardener standing before him.

"Greeitngs, brother," Nightmare Gardener said in her soft, calm voice. "I am..."

Nightmare Brutality, his horn blazing bloody red, shoved his machete in her eye, licking his lips as her blood gushed out onto his face. He then manifested a saw blade underneath the other Nightmare's belly, spinning it and sending greenish blood spraying out. He summoned an ax into existence and used it to savagely hack off Nightmare Gardener's wings, cackling as he telekinetically tossed them off of the roof. He then created a bonesaw out of thin air and sawed off one of Nightmare Gardener's hind legs, the severed limb falling limply to the ground and twitching.

Nightmare Gardener regenerated the wounds in seconds, having not even felt the slightest bit of pain.

"Bloody cheating, that is," Nightmare Brutality pouted.

"Are you done?" she asked, smirking a little.

Nightmare Brutality stabbed her in the face again. "Yeah, yeah, I'm done," he muttered, disappointed. "Bloody regenerating bitch..."

Nightmare Gardener chuckled as the weapons he used to futilely mangle her vanished in a pop. "As I said, you are an experiment of Nightmare Moon's. She is trying to verify something, using you as a test subject. With your host's connection to the Light Element of Loyalty, she is also using you to weaken the gates to her mind."

Nightmare Brutality snorted. "So if I decide to let her live through the night, she'll have her nightmare next?"

Nightmare Gardener smirked. "Our master regards Nightmare Moon as an enemy. And yet from your earlier mumblings, I detect that you have no loyalty to the Midnight Mare..."

Nightmare Brutality snorted. "She goes to all the trouble of helpin' me get free of that lock Mundy had on me and takin' over his body, and then she bloody leaves me. God-damned moon whore..." he muttered. "You can bloody bet I hold no loyalty to her."

Nightmare Gardener smiled. "Join my master," she offered. "Join us, and you will have plenty to murder. Allow us to make the plans, and you shall have much blood..."

"Good on'ya," Nightmare Brutality said, laughing. "God provides again! A dandy plan, sheila, I'm in."

Nightmare Gardener grinned wickedly. "Excellent... And once my master finishes gathering the children, we shall be ready to lure them to the show..."

Nightmare Brutality blinked. "Wait. Your master's that slender thingy, right?" he asked. When the other Nightmare nodded, he asked, "So why's he gathering kids? Ol' Slenderbritches doesn't strike me as the type to be very friendly with him, considering what he did to the others when we fought him in the changeling hive."

Nightmare Gardener's wicked smile told him all he needed to know. "Please tell me there'll be a recording of this," he said, chuckling.

"My master's presence tends to have an odd effect on recording equipment," Nightmare Gardener said, her expression a bemused one. "The video would be too badly distorted to view."

"Shame," Nightmare Brutality said. "Guess I'll just have to savor the memory of those little buggers being slaughtered."

"'Slaughter' is too polite a word for it, dear brother..." Nightmare Gardener said, laughing.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sweet Apple Acres..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scootaloo yawned as she went to the farmhouse to get something to drink. It was a peaceful night, but she couldn't sleep. She was too excited. She and the girls were close to getting her Cutie Mark, she could feel it.

And the more she thought about it, the more she realized it made perfect sense. Rarity liked making dresses, and was good at finding gems for them. Applejack adored the farm. Rainbow Dash practically owned the sky.

A Cutie Mark was born from doing something you loved.

She giggled happily. She fluttered into the air, her wings having gotten steadily stronger over the past couple years, allowing her to gain more and more time in the air. Soon she'd be flying just like her hero, Rainbow Dash... no, not just flying, dancing...

She blushed a little. She'd always been good at it, she knew that. But it never really seemed that important, not cool enough, not in the face of endless tries at endless games to get their Cutie Marks.

It was thrilling, really, to be so close. Her life had been so good lately. First Rainbow Dash agreed to be her mentor, a big sister to her, and then later she found out that Rainbow Dash knew she was an orphan and didn't care! She had been worried about it for so long, that Dash would think she was a loser if she knew she was an orphan...

_You really ARE a dodo sometimes, _Scootaloo thought, chuckling. She still wished she knew what that was...

She got a drink from the farmhouse and yawned, heading back to the clubhouse. As she went into the woods, though, she found herself stopped by something. She looked up, seeing a tall, slender white pony in a black suit coat staring down her. It had no face, only the faint impression of one from the bones underneath its skin.

Scootaloo's eyes widened. She had eavesdropped on a conversation between Rainbow Dash and Sniper after they had come back from the changeling hive. From what she had listened in on, the creature standing before her fit the description of the monster Rainbow Dash had talked about perfectly.

And then she saw an unconscious Sweetie Belle and Apple Bloom held behind him in writhing black tentacles.

"Oh crap..." Scootaloo said softly, slowly backing away.

And then the tentacles lashed towards her.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville General Hospital..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"I'm fine," Pyro said, coughing. "I can... still fight..."

"Stay down, Miss Pyro," Nurse Redheart said, pushing the pyromaniac down for the fifth time as she tried to stand up.

"Will they be all right?" Rarity asked, gently stroking the sleeping Spike's head.

Nurse Redheart nodded. "The antidote is working well," she said. "The doctors say that with a day's rest, Pyro and Spike will both be fine." She looked over to Zecora, who was teaching the nurses how to mix the ingredients she brought into more antidote. "Every day there's a new reason to be thankful for that zebra," she said softly.

Rarity chuckled. "She's truly a blessing, yes," she said. "But we need to get going."

"Going where?" Barricade said, startling Nurse Redheart, Pyro, and Rarity by coming up behind them.

"How in blazes can something so big be so stealthy?!" Pyro said, glaring at her and hacking.

"And where in blazes have you been, anyway?" Rarity demanded.

"Trade secret," Barricade said, smirking. "And I was taking care of some Royal Guard business. What's up?"

"Sniper's been turned into a Nightmare by Nightmare Moon," Rarity said as Zecora came over to join them. "She's unlocked some dark persona that he'd locked away and helped it take over."

"Plus mysterious vines have appeared, bearing strange fruit. Black Morrigan blossoms have begun to take root," Zecora said.

Barricade cringed. "Oh ick," she muttered. "I've been poisoned by those things before... All right, I'm in. Let's go."

But before they could turn to leave, Soldier burst into the hospital alongside a terrified-looking Sparkler and Derpy.

"It's Dinky! She's gone, I can't find her anywhere!" Derpy said, sobbing.

"Someone kidnapped her!" Sparkler said, her expression agonized. "Oh geez, I should have stayed awake longer!"

"W-What?!" Rarity said.

"Was there any sign or cause, any clue to who it was?" Zecora said.

"No," Soldier said. "But it's obvious, isn't it? It's that Slendermane thing again."

Pyro tried to sit up, but a fit of coughing overtook her. "The Black Morrigans," she wheezed. "They have something to do with it, I know it..."

A sudden coldness overtook Rarity. "I... I need to check on my sister..." she said, vanishing in a pop.

Barricade fumed. "Damn it, what else could go wrong?"

"Ooh," Orion said as he and Minuette landed near the gathering. "Bad thing to say, Captain..."

"Now what?" Soldier muttered.

"There's a second Nightmare, a Smooze Nightmare, the one that's responsible for all these plants," Minuette said, wincing and coughing, the nurses immediately recognizing signs of Black Morrigan poisoning. "It's called Nightmare Gardener, and it used to be Cheerilee. She's planning to murder several children in a big school play."

"NO!" Derpy said.

"Not if I turn her into mulch, first!" Soldier snarled.

Barricade turned to look at Pyro, who was groaning and coughing, unable to even speak even with her antidote administered, and Spike sleeping away.

"Damn it, she planned this... Eliminated the fire specialists beforehand..." Barricade said softly. "Damn it. No matter, we'll proceed without them. Rarity will most likely go back to Twilight's location, and we should do that now. I presume the Doctor is already in the field?"

Orion nodded. "Gardener already got to us, though, which leaves just him and your group," he said.

Barricade nodded, turning to Barricade, Soldier, and Derpy. "You three, come with me. Sparkler, stay here and help the nurses with any poisoning cases that come up."

"No, I want to help! She's my sister! I should have been protecting her!" Sparkler said desperately.

"In us all you must place your trust," Zecora said. "We'll bring her back and punish the unjust."

"No offense ma'am, but you're a civilian in this," Soldier said. "Derpy and I both have our Elements of Harmony and can merge into a powerhouse fighter. Zecora has her anti-Smooze powders. Barricade's a living assault vehicle. And you... well..."

"He's right," Barricade said. "Don't worry, we'll stomp these thugs and bring Dinky back safely."

"But..." Sparkler started.

Derpy hugged her tightly. "One daughter of mine is already in danger," Derpy said softly. "Please don't make me have to worry about the other, okay?"

Sparkler, sobbing, hugged her mother back. "O-Okay..."

Derpy kissed her. "I love you..." she said. She turned to Soldier and nodded.

"Let's frag these suckers," Soldier said, smirking. Their Elements of Harmony appeared on their necks, the two of them disappearing in a bright flash and merging to form Solderp.

Just as their transformation finished, a scream came from in town.

"...The winery," Barricade said, dashing out of the hospital, Solderp and Zecora following after. As soon as they were outside, Solderp blasted off in a rocket jump, zooming ahead of the other two.

She landed on a roof near the wine factory, quickly reloading as she took stock of the situation.

"YOU LEAVE MY PINCHY ALONE!" Berry Punch screamed, clutching a broken wine bottle in one hoof. She was riding Slendermane's back, viciously jabbing the bottle in the creature's face and neck, trying to force it to drop her daughter, the unconscious Ruby Pinch held limply in its tentacles. The Doctor was trying to fight it as well, but Slendermane held him under one hoof, his sonic screwdriver just out of reach, while it just ignored Berry.

"Get clear!" Solderp shouted, taking aim with her rocket launcher. Berry looked up and jumped off of Slendermane's back just as Solderp opened fire, rockets pelting Slendermane and driving it back into the winery. The Doctor scrabbled to his feet and backed away, picking up his screwdriver and fiddling with it. She began to reload again, when the Doctor noticed something on his screwdriver's readout.

"Wait a moment..." he said.

[_Alert! The Doctor possesses a device capable of detecting us!_]

[_Threat of Doctor: Negligible. Proceeding with original objective. Activating Harmony Neutralization Field. Prepare to collect combat data on Subject Designate: Derpy Hooves._]

[_Acknowledged._]

Solderp suddenly screamed, energy washing over her as her transformation reverted. Soldier and Derpy Hooves staggered apart, staring at each other in confusion.

"What... What just..." Derpy stammered, her eyes almost going straight in her confusion.

Soldier looked down at Slendermane, who was starting to advance again, Ruby Pinch still in his grasp. "Time enough to figure that out later. We have to keep pressing the attack!" With a war cry, he leaped down from the top of the building, diving at Slendermane, only to be swatted aside almost casually by a tentacle. Derpy gulped, and swooped down from the rooftop to try a diving attack... only for her wing to catch on a lamppost, sending her spinning wildly.

Slendermane actually seemed surprised, watching in fascination as Derpy spun out of control. So intent was it on watching that it didn't notice until too late Derpy spinning towards his tentacles knocking Ruby Pinch out of them. She landed with a flop, clutching her head.

Berry rushed forward to catch Ruby and hugged the dazed filly tightly, rushing inside her house and shoving everything she could in front of it. Slendermane turned in irritation towards Derpy, who eeped. She flew backwards out of the way of a tentacle strike, slamming into the side of Berry's house and causing some loose shingles to rain down on Slendermane's head.

The creature seemed irritated, but unhurt, as it took a slow, stalking step towards Derpy. She gulped hard and screwed up her courage, flying up at Slendermane. She misjudged her angle, Slendermane able to dodge simply by moving its head.

She crashed into a sign on a nearby building, breaking it off and sending it spiraling into the air. Soldier lunged out of the wreckage he had been smacked into, grabbing the sign out of the air and bringing it down on Slendermane's head with a bellow of fury.

Slendermane barely noticed. It extended a wide array of tentacles from its back, the tendrils of darkness looking almost like wings as it prepared to kill both Soldier and Derpy. Both warrior and mail carrier watched the creature warily, knowing full well that their next moments could be their last...

And then a cloud of sparkling orange mist enveloped Slendermane.

The creature flailed about in confusion, the mist burning its skin. It looked around for the source of the mist, intent on murder, when Barricade crashed into it, knocking it down, her impact creating a crater.

[_Subject Designate: Derpy Hooves – combat data recorded. Fighting style: Klutz Fu._]

[_...Sarcasm not recognized. Clarify._]

[_Subject Designate: Derpy Hooves is destructively clumsy. Without meaning to, this destructiveness has proven to be a reasonably effective fighting style. Or it would be against any opponent other than this incarnation of the Monster._]

[_...Explanation accepted. Uploading information to database._]

Barricade tried to grind her massive hooves into Slendermane's head, but the creature spawned a massive amount of tentacles, wrapping her up and tossing her aside, causing her to land on Soldier and the Doctor. It teleported away as Zecora unleashed another anti-Smooze cloud, reappearing inside the winery. Berry tried to run away with Ruby, but its tentacles ripped the filly out of her mother's hands, sending her sprawling.

Deciding not to waste any more time and not wanting to face that zebra's toxic mists again, Slendermane teleported away.

"No no NO!" Berry screamed, tearing away her barricade and rushing outside, where Barricade and the others were pulling themselves upright. "It has my Pinchy!"

"Ma'am, we'll find her," Barricade said, shaking out her wings. "I'm not about to let any foal die on my watch."

"Take me with you!" Berry pleaded. "I have to save her! I have to save my daughter!"

Soldier shuddered, the words striking a chord with him as he remembered that terrible day... "We'll find her, don't worry."

"Dinky was taken too, Berry," Derpy said.

"Oh Celestia..." the winemaker moaned upon hearing this, her knees going week.

"Miss Punch, I know this is hard to hear, but if you follow you can't help the one you hold dear," Zecora said, coming up behind the group. "Our friends' mighty form was taken away, perhaps finding what will end its sway."

The Doctor nodded. "I agree. Just before Solderp was forcibly neutralized, my sonic screwdriver detected some sort of powerful electronic signal," he said, giving his sonic screwdriver to her and showing her how it worked. "While we're searching for the missing foals, and we will find them, we need you to find what it is that's preventing the merges and stop it."

"But... but how?" Berry said. She was frightened, worried for her daughter's safety. She wanted to be with them, to strangle Slendermane with its own tentacles. And this weird little stallion who lived at the edge of town wanted her to do something else?!

The Doctor smiled. "Just press the big blue button when you find it," he said. "I've already calibrated it."

Soldier scowled. "You sure it'll work, Doc?"

The Doctor chuckled. "Gizmos tend to blow up when I use that setting," he said. "If I'm right, and it is a device, then that setting is pretty much a universally effective one."

Derpy shivered. "Let's hope so..." she said. The de-merging had been painful...

And then the program appeared.

It was a simple theater program, printed on plain paper with no unusual-seeming properties. Zecora picked it out of the air as it drifted downward and began to read it.

"Cheerilee's Garden. Now playing at the recently opened Ponyville Arts Center. A story of a teacher possessed by evil and forced to watch as her students are brutally murdered..." she said softly.

"There's a cast list..." Soldier said. "Producer: Slendermane. The Murderess: Nightmare Gardener. The Psychotic Bodyguard: Nightmare Brutality. Possession Victims 1 and 2... Cheerilee and Sniper. The Murder Victims..." Soldier hesitated, and continued. "Dinky Hooves, Ruby Pinch, Diamond Tiara, Silver Spoon, Apple Bloom, Sweetie Belle, Scootaloo, Snips, Snails, Twist, Pound Cake, and Pumpkin Cake."

"Oh Celestia..." Berry moaned.

"It's grabbed so many..." Derpy said softly.

"I'm not saying don't worry, that you really should," Zecora said, looking at the program thoughtfully. "But in terms of news, this is actually good."

"What!?" Berry and Derpy screamed.

"No, she's right," Barricade said, getting it. "This program? It means the cast is set. When we found it, Slendermane must have realized we would be able to stop it from grabbing any more. Plus, it just told us where they are. And they're bragging, which means they've gotten cocky. We can exploit that."

The Doctor nodded, starting to get it as well. "And if they've sent one of these to us, they've sent it to the others as well. They WANT an audience."

Soldier snorted. "These maggots will be getting an audience all right. An audience to their own ASSES BEING HANDED TO THEM! Let's roll!"

"Agreed!" Barricade said. "MOVE!"

Derpy, Zecora, Soldier, the Doctor, and Barricade ran off, heading in the direction of the theater.

Berry, tears in her eyes, clutched the sonic screwdriver tightly. "Hold on, Pinchy... Superheroes are coming to save you." She looked down at the Doctor's device, and triggered it hesitantly. "In the meantime," she said, "I have to try and help them." She walked off, slowly tracking down the signal.

[_Subject Designate: Berry Punch is attempting to track the Harmony Neutralization Field device with a device provided by the Doctor. Requesting course of action_.]

[_Keep to original operation parameters. A defense is being prepared on this unit's end._]

[_Understood._]

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville Arts Center..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Elements and BLUs all arrived at the same time at the Center, Twilight, Zecora, and Rarity all holding programs. They all traded worried looks and then looked at the Arts Center, which was tightly wrapped up in vines. And standing just outside the door, idly twirling a machete, was Nightmare Brutality, a sneer on his face as he idly hummed 'Millionare's Holiday.'

"Good evening, ladies and gents," Nightmare Brutality said, smirking. "We're not quite ready to begin the show yet, but we do have some pre-show entertainment for you. A bloody delightful good time for one and all... well, just me. You're all just gonna be a bloody mess. Myeheheheheh..."

"We have to get me inside somehow," the Doctor whispered to Twilight. "I can distract Gardener. I'm very distracting."

"The place is magically sealed, so we can't just teleport in," Twilight said. "I tried that before I got here. If we use the fusions..."

"Blocked," Soldier said.

"What?!" Scout almost shouted. "How?!"

"I don't know," Soldier said, glaring at Nightmare Brutality as he walked towards them. "Derpy and I merged, but we were forced apart by something."

"We've got someone on it," Barricade said. "Focus on the opponent in front of you."

"Good idea, mates," Nightmare Brutality said, tossing the machete along the ground, the weapon spinning and transforming into a buzzsaw that tore into the ground. The fliers all took to the air, Pinkie Pie yelping as the buzzsaw decided to chase after her. Rainbow Dash scooped her up and moved her to safety, Heavy toppling a lamp post and using it to swat the buzzsaw away.

Rainbow Dash turned to Nightmare Brutality, giving him a pleading look. "Please... Sniper, I know you're in there! Fight him, I know you can!"

"Oh, he's in there, sheila! He even hears you! He just can't stop me!" the Nightmare cackled. His horn glowed, and a swarm of kunai appeared, launching at Rainbow Dash. Moving at speeds that shocked the Nightmare, Rainbow Dash dodged all of the fast flying knives, swooping in and striking Brutality on the chin, sending him sprawling. He then rolled out of the way from the makeshift grenades Demoman threw at him, growling.

Rainbow Dash, meanwhile, didn't stop moving. She caught a gray, stormy cloud and pushed it down towards the fight. She kicked it, sending a blast of lightning down at Brutality, who deflected it with a wing.

"You shoulda remembered what Snipes taught ya, sheila! Accuracy's the key!" Brutality laughed, dodging another lightning blast and throwing a pair of kukris at Rainbow Dash, the knives slicing into her wings and sending her spiraling into the ground. Medic was immediately at her side, healing her, but before Brutality could reach them, he was mummified by a blast of ribbons from Pinkie Pie's party cannon. To his surprise, though, as he rolled to a stop, a balloon popped up with the words 'Stopping Evil And Saving Our Friends From Being Possessed Party!' written on it.

Engineer just stared at her.

Pinkie Pie smirked. "I am prepared for EVERY conceivable party there is," she said.

"Keep up the attack!" Twilight shouted, firing a powerful blasts of magic at the Nightmare, Soldier, Heavy, Barricade, and Applejack charging the creature. Rarity ripped some nearby gem deposits out of the ground and charged as well, creating a crystalline barrier of blades around herself. Gem Sentry started in with her chainguns again, Demoman throwing some more grenades, the bombs attached to strings with he twirled before throwing to give them more distance. Engineer began looking at the nearby streetlamps, pulling his wrench out of belt as he began to plan.

[_Subject Designate: Rainbow Dash – combat data recorded. Fighting style: High speed attacks and weather manipulation._]

[_Acknowledged. Uploading information to database._]

[_Error. Subject Designate: Pinkie Pie's fighting style is unusual to quantify. Attempting further analysis._]

Magic pummeled the Nightmare as it struggled to free itself from Pinkie's ribbon attack. With a scream of rage, it manifested a saw around itself and broke free, just as the melee fighters got in close. It prepared, to attack again, but a cloud of blue mist from Zecora enveloped him. He gasped in surprise, breathing in the mist before he could stop himself. He staggered back, coughing and lashing out with his knives, unknowingly slashing open the vines guarding the front door.

"The doors are open!" Twilight shouted to the Doctor, who had snuck over to the building when the fight began. "GO!"

As the plants started to regrow, the Doctor bolted for the door. Brutality snarled and threw a machete at him. But when it hit, the blade retracted into the hilt, doing no damage. The Doctor, not stopping for anything, pulled open the door and ran inside, the plants regrowing just as he passed in.

"What the bloody..." Brutality muttered. He created another knife and pressed the blade in, the blade withdrawing into the hilt at the slightest pressure.

Zecora smirked. "Concentrated Poison Joke," she said. "Methinks your means of attack has broke."

Brutality snarled, and yanked the blades of the knives out of their hilts, tossing them at the zebra. She dodged the furious attack easily and sent another cloud of mist out, this one black and blinding.

[_Subject Designate: Zecora – combat data recorded. Fighting style: Use of magic powders that can inflict various status effects._]

[_Acknowledged: Uploading information to database._]

Coughing, Brutality flew out of the mist. But before he could do anything, Pinkie Pie appeared from underneath his hat and slammed a pie into his face. She flipped off his back, landed in midair long enough to blow a raspberry at him, and then dropped down just as Scout slammed into him, grabbing his wing and tossing him towards the lamppost Engineer had been tinkering with.

Brutality snorted, preparing to right himself and gut the technician, but as he did, Twilight and Gem Sentry's blasts focused themselves on him again, forcing him down further. Engineer finished his tinkering and pressed a button, the rewired lamppost sending a massive surge of electricity at the Nightmare, sending him staggering back.

Applejack tossed her lasso around Brutality's neck, yanking him back hard. Unprepared, he was pulled back towards the cowpony, bouncing off of some of Demoman's grenades and landing right on a powerful kick from Applejack that sent him sprawling. Applejack chased after him, kicking him once more and knocking him over to Heavy, who got Brutality in a headlock and began choking him.

[_Subject Designate: Applejack – combat data recorded. Fighting style: Kick-based combat with some lariat use._]

[_Acknowledged: Uploading information to database._]

Brutality snarled, manifesting knives out of his back to shove them in Heavy's gut. He bellowed in pain, staggering back, bleeding heavily as Medic ran over to heal him. The Nightmare sneered, preparing to kill Medic, but a series of stabs to his back and slashes to his wings from an invisible Spy sent him staggering back.

"Bloody BOGUN!" Brutality roared. He glared, his horn glowing bloody red and manifesting five jars of Jarate. He threw them randomly, hoping to hit Spy, but each one was simply lobbed back in his face by Pinkie Pie, who had pulled a tennis racket out of nowhere (along with a tennis uniform she had some how put on in the midst of the fight). Brutality snarled, shaking off the piss and broken glass as best he could, a powerful blast from Engineer's jury-rigged electric gun forcing him into the air.

[_Subject Designate: Pinkamena Diane Pie, alias Pinkie Pie – combat data record. Fighting style: Hesitantly identified as making heavy use of reality warping designated 'cartoon physics' and the subspace pocket known as 'hammerspace.' Alternate theory - Subject Designate: Pinkie Pie is absurdly prepared for every eventuality, up to and including dueling with a magical knife-wielding psychopath._]

[_Explanation accepted: Uploading information to database._]

"How'd you...?" Scout asked Pinkie Pie as she put away the racket and tennis uniform, the two of them dodging a barrage of thrown knives.

"You can do it too, Scout!" Pinkie Pie said. "You think like I do. Just put your hoof behind your back and think of what you want, and then you'll pull it out!"

Scout frowned, and shrugged. "Well, I have been missing my bat..." he did as Pinkie instructed, surprised to find his forehoof's ankle curling around a familiar grip. He grinned, pulling out a familiar dented bat. "Sweet."

"Pay attention!" Brutality snarled, flying up to Scout, knives swarming around him. Scout dodged underneath the clumsy thrust and smacked the Nightmare in the chin with the bat with a satisfying BONK.

"Oh yeah!" Scout laughed, dodging out of the way as Soldier tackled Nightmare Brutality, slamming his foreleg's knee into the monster's throat, a sickening crunch coming from the evil alicorn's neck. Brutality reflexively manifested a knife, lashing Soldier across the chest and forcing him to back away.

Coughing and gagging, Brutality tried to get up, tried to focus for another knife attack, but a green mist from Zecora flowed over him, paralyzing him. He struggled to get up, but Barricade landed on him out of a powerdive, the impact slamming him deep into the Earth.

Brutality roared in frustration, his horn blazing. A massive column of blades shot up, impaling Barricade and lifting her into the air. Barricade gagged, blood flowing from her nose and mouth as she struggled to lift herself off of the blades, her wings flapping rapidly. She glared down at Brutality, who was sneering up at her from the center of the column.

"No... fucking... way... Not gonna be the pony... that's just badass enough... to make the badguy look cool when they win..." Barricade snarled, slowly pulling herself off of the tower of blades. Trixie teleported up to her and brought her over to Medic, the physician immediately tending to her wounds.

Engineer made a mental note to try and install Dispenser technology in Gem Sentry when and if they won this fight...

Brutality sneered, deflecting a blast of lightning from Rainbow Dash, who had been gathering every stormcloud in the vicinity with Derpy's help. "Not gonna help you, sheila..." he said to Trixie, who was standing defiantly before the Nightmare.

Trixie laughed haughtily. "Clearly you have underestimated how Great and Powerful Trixie truly is! Let's see you fight if you don't even know where you are!"

Her horn flared brightly, blinding Nightmare Brutality. When his vision cleared, he found himself in a lonely, grassy field, no one else in sight. The blades of grass gently tickled his hooves, and a cool, refreshing breeze ruffled his feathers.

"What the..." Brutality said, looking around in confusion. So lost in Trixie's potent illusion was he, that he didn't notice as Demoman yanked a bomb out of his back and slammed it down, launching himself in the air. He didn't notice as Demoman, flying towards him, yanked out another bomb, slamming it into his head as he landed.

"Haha!" Demoman laughed, dodging off and heading for Medic, who had almost finished healing Barricade's massive injuries. Brutality snarled, and prepared to attack in the direction of the sound, when Trixie's horn blazed again.

This time, Brutality found himself in a massive nightclub, surrounded by speakers pounding out a deafening beat. The Nightmare let out a roar of frustration.

[_Subject Designate: Trixie – combat data recorded. Fighting style: Illusion magic._]

[_Acknowledged: Uploading information to database._]

Rarity attacked next, arranging the crystals floating around her into a pattern and focusing a laser through them, growing in intensity and slamming into Nightmare Brutality, sending him sprawling. She then lunged at him, going into a graceful series of attacks, lashing the crystals surrounding her into Brutality's body, the Nightmare barely able to parry the rapid fire strikes, Rarity's kicks getting through.

[_Subject Designate: Rarity – combat data recorded. Fighting style: Crystal-based geomancy intermixed with martial arts._]

[_Acknowledged: Uploading information to database._]

Fluttershy, who had been hovering near the fight the entire time, gasped in shock as she saw her mother's injuries, Medic's healing beam The scene reminded her way to much of when she had been accidentally injured by Discord. The pain in her eyes. She saw her friends, struggling to fight this monster who had control of another friend. And all she was doing was hovering near the edge of the battlefield, doing nothing.

She had to do something. She HAD to!

The felt something behind her, and saw that the sounds of the battle had drawn some of the larger woodland creatures towards her, including a pair of manticores.

"I need your help," she said. "That bad man is going to hurt a lot of children. But I can't fight him on my own! I promise you, that we'll make sure you get out of this alive. But we need you to help fight that thing! It's possessed our friend, and we need to save him somehow."

The two manticores looked at each other. Normally, they wouldn't bother with another predator's prey. But this was Fluttershy. Kind, loving Fluttershy who had helped the male two years ago, and had helped the female just three months ago when she was having trouble giving birth to her cubs.

For her, they'd fight.

When the manticores nodded, Fluttershy grinned, hugging them both and taking position on the male's back. The manticores roared, charging into the fight as the melee fighters, joining in with Rarity, were roughly pounding Nightmare Brutality over and over, Demoman using his grenades as clubs. Trixie and Zecora kept pelting him with illusions and negative effect mists, Twilight, Gem Sentry, and Engineer blasting away at him.

And meanwhile, Rainbow Dash and Derpy gathered more and more clouds...

"ENOUGH!" the Nightmare bellowed, creating an explosion of magic that knocked everypony back. He tackled Rarity, surrounding them both with a wall of blades. He slammed a hoof down on her horn, blocking her magic, Rarity squirming fearfully underneath him.

"Keep wrigglin,' sheila," Nightmare Brutality teased. "You're just turning me on."

Rarity froze, whimpering softly. The Nightmare grinned, a sickeningly cheerful grin, tracing a hoof down her belly, the elegant white unicorn shivering in terror. "We's gonna have ourselves a millionare's holiday, sheila... Nightmare Moon told me about your nightmares. ALL OF THEM..."

"No..." Rarity whimpered, her eyes widening as she realized what he was planning.

"Oh yes..." Nightmare Brutality said, manifesting a knife and pressing it just over her eye, starting to dig into the soft flesh. "So why don't you tell me, little miss Rarity..." He began to cut into her, the knife tearing through her flesh, blood running into her eye. "Tell me how good it feels to BLEED!"

Rarity screamed, sobbing.

Nightmare Brutality cackled viciously, tearing a deep gash in her face, blood flowing over her. He prepared to cut her again, when his wall of blades was suddenly sucked into the air by a massive vortex.

"What the bloody?!" he snarled, looking up to see Rainbow Dash and Derpy creating a massive vortex around him, the massive blades that had been sucked up swirling about and getting struck with lightning over and over again. Applejack lassoed Rarity and pulled her out of harms way before Brutality noticed. He snarled, manifesting some blades to throw into the vortex at the two fliers.

"YOU WON'T HURT MY FRIENDS ANYMORE!" Fluttershy shouted with surprising intensity. Anger was bubbling inside her, at an intensity she had never felt before. She could hear everything that went on inside the blade cage. She remembered her own nightmare. And this bastard was making Rarity relive her own...

_How dare he!?_

So great was her anger, her righteous fury, that her already powerful Stare evolved. It turned into a Glare. Not as powerful as Barricade's baleful gaze, but still just enough to startle Brutality, drawing his attention away from Rainbow Dash and Derpy.

The two pegasi, taking advantage of the distraction, leaped into the tornado and began kicking the charged blades at him, forcing him to dodge. Each impact from the blades created a massive explosion, forcing Brutality back further with each charge.

The last blade landed, Brutality dodging back one more time, right into the jaws of the male manticore. He bit down on Brutality's wing, which crunched sickeningly, black blood spurting from his mouth. The male manticore tossed the Nightmare over to his mate, who pinned him down and began pummeling him with her poison stinger.

[_Subject Designate: Fluttershy – combat data recorded. Fighting style: Animal control and paralyzing gaze._]

[_Acknowledged: Uploading information to database._]

Staring to get desperate, Nightmare Brutality teleported away, only to find himself facing Barricade's mighty Glare, the fully healed pegasus snorting angrily, rearing up and whinnying furiously. Brutality scrambled away, Barricade's Glare alone powerful enough to induce fear in him, Fluttershy's own Glare making it worse.

And on Barricade's back, grinning like a loon, was Medic, his horn sparking with an aura that was frighteningly familiar to Brutality.

"Best give back our friend, Fraulein! Lest ve simply beat him out of you! You have three seconds! DREI! ZWEI! EIN!" Medic cackled, his horn flaring as he trigged his UberCharge on the pegasus he was riding.

Barricade laughed as she felt power surge into her body, invincible blue armor forming around her and Medic as her Glaring eyes glowed bright red.

Brutality barely had time to think _Bloody CHEATERS! _before the UberCharged pegasus charged into him with all the force of an out-of-control freight train, slamming him hard into a lamppost.

This was humiliating. He was a Nightmare. A monster, a murdering, bladed death machine. And he was getting his ass handed to him.

"ENOUGH!" he roared, a magical explosion coming from him and knocking the still invincible Barricade back, the UberCharge flickering out. He snarled, fully healing his injuries as he stomped out of the mist created by his explosion. A blood red magical aura surrounded him, his wings having metamorphosed into writhing blades, metal feathers dripping from them. This tail was now a thick chain ending in a massive morning star.

"I'm done playing with you," Brutality said, his voice echoing. "This isn't fun anymore. This ends NOW."

"You're right. It does," Twilight Sparkle said, slowly walking forward. An aura of power began to surround her as she kept her gaze on the nightmare. A cold fury suffused her as she faced down the vicious Nightmare. But she didn't run. The power around her began grew more and more intense, the BLUs staring at her in confusion. Engineer turned to Rarity, who was smiling widely.

"What's going on?" he asked.

Rarity grinned. "Something wonderful..."

Nightmare Brutality glared at her. "You. I was told about you, little princess. It wasn't just Discord that hurt Fluttershy," he said, smirking. "It was you as well." He laughed viciously. "Pretty little princess, too afraid of herself to cut loose!"

"What?!" Demoman said, looking at Applejack.

"Power backlash," the farm pony said. "She and Discord her blastin' away at each other, and the beams just started goin' wild. Fluttershy got caught up in it, nearly gettin' killed... And Twilight hasn't stopped blamin' herself ever since. Even if nopony else does..."

Twilight closed her eyes as the memory came back to her.

/\/\/\/\/\/\/\/\/\/\/\/\

_The past..._

_A little under a year ago..._

/\/\/\/\/\/\/\/\/\/\/\/\

"My sins are great, I cannot abide. My power now I cast aside," Twilight intoned, magic flowing around her as her wings slowly faded out of existence.

"Twilight, why?" Celestia asked softly.

"Fluttershy nearly got killed because of me, Princess," Twilight said, tears in her eyes. "I... I nearly killed one of my best friends because I wasn't careful... I don't deserve my power, or my position..."

Celestia shook her head. "Please... Please reconsider..." she said, gently hugging her.

Twilight couldn't look in her mentor's eyes, couldn't bear the disappointment she imagined she saw there. "I'm sorry... I'm a failure as a princess... Maybe I'll do better as just a librarian..."

/\/\/\/\/\/\/\/\/\/\/\/\

_Now..._

/\/\/\/\/\/\/\/\/\/\/\/\

Twilight opened her eyes, which now had an ethereal glow to them. "You're right," she said softly, her voice echoing. "I've been afraid of my own power ever since that day. But it was always still a part of me, no matter how much I tried to suppress it. Denying any part of myself was just hurting myself."

Her voice became louder, Twilight starting to float in the air. "I have to accept that this power is a part of me. And control it. Guide it in the way I want it to go!"

Power swirled around Twilight as she grew, becoming taller, her horn glowing brightly. Mystical rings appeared and shattered, elegant wings growing from her back as she became an alicorn once more.

"And I swear, by ROYAL DECREE," Twilight said in the Royal Canterlot Tone, "that I will NEVER let any of my friends come to harm again! I reclaim my crown! I reclaim my title as PRINCESS TWILIGHT SPARKLE!"

"Good girl," Barricade said softly, grinning widely.

"All hail," Fluttershy said, she and the other Elements grinning widely, visibly proud of their friend.

The BLUs just stared numbly, shocked by this. "Daaaaaaamn," Scout said.

In Canterlot, Celestia and Luna both looked up, sensing a very familiar power. They turned towards Ponyville, seeing a bright light coming from there. The two Princesses grinned, a feeling of peace coming over them, Celestia feeling a surge of pride for her beloved student.

In the Crystal Empire, Cadence and Shining Armor suddenly felt a surge of familiar magic. They traded happy grins, realizing what had just occurred.

[_Subject Designate: Princess Twilight Sparkle – combat data recorded. Fighting style: Extreme power magic user._]

[_Acknowledged: Uploading information to database._]

[_Requesting permission to enter retreat mode._]

[_Negative. Original information indicated Subject Desginate: Twilight Sparkle to be just a unicorn and not an alicorn princess. Further data required. Keep to original programming._]

[_Requesting permission to enter retreat mode._]

[_Negative._]

[_Requesting permission to enter retreat mode._]

[_Negative._]

[_Requesting permission to run the fuck away from the magical creature that can probably junk my metal ass in under a millisecond._]

[_Stay there or I'll junk you myself._]

Nightmare Brutality covered his eyes with a wing, snarling. "You think that'll help?!"

"I am the Mistress of Magic," Twilight intoned. "Defender of Equestria! And I swear that you and your comrade will not harm those children!"

Nightmare Brutality sneered and threw a flechette of blades from his wings at her. His face fell as the blades bounced off of her harmlessly. Powerful magic lanced from Twilight's horn, slamming Nightmare Brutality back against the Arts Center's front door, pinning him there as he screamed in agony, writhing about underneath the blast.

"Bloody hell," Demoman said softly.

"Get him, Twilight!" Rainbow Dash cheered. "Blast Sniper out of there!"

Twilight, without turning around, shouted over the sound of her energy blast. "RAINBOW DASH! I'm going to open a channel directly into his mind! On my signal, fly into it and help Sniper regain control of his body! With any luck, Berry will have found and disabled the device blocking the fusions by then!"

/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\

Berry Punch felt a tingle of good magic wash over her, magic she hadn't felt in almost a year. She chuckled a little. "Huh... Guess I'm gonna have to get used to calling Twilight 'your majesty' again..." she said softly, feeling a bit more confident now. She continued to follow the directions the Doctor's screwdriver gave her, praying she was reading them correctly.

In a condemned building, she found a bipedal creature of bluish-gray metal standing next to a glowing, spherical device with a glowing antennae on top of it. Next to him, turning slowly from side to side, was a massive turret, as big as the mechanical creature itself, bearing two massive chainguns and a quad-missile launcher on top. Behind the robot (Berry guessed it was a robot, at any rate. She was never much for scifi) was a device that radiated a small, glowing circle. In the robot's hand was a wrench, similar to the one Engineer was always carrying, the hard hat it wore similar to Engineer's as well.

Berry frowned, stepping out of the shadows to talk to the robot. When she did, though...

_ BE-BEEP *chrrr*_

Berry scrambled back into the shadows, hiding behind the outside wall as the turret whirled and fired at her. The robot turned towards her, pulling a shotgun out of a panel in its leg and aiming it.

"Subject Designate: Berry Punch, ma'am," the robot said. "Pleasant evening, isn't it?"

_That's even Engineer's voice... What is that thing!? _Berry thought.

"This unit regrets to tell you that y'all had best stay out of this. This unit's associate still has work to do, so y'all had best be movin' on. It's not like you have the ability to get past the sentry this unit has set up, much less destroy the Harmony Neutralization Device."

Berry grinned wickedly as she remembered the Doctor's words. _But I do have a way... _She pressed the button that the Doctor pointed out on the screwdriver. A powerful sonic pulse came from it, Berry wincing as she held it towards the robot. It screamed, its body vibrating rapidly as its sentry and the spherical device began to spark.

Finally, both sentry and device exploded in a blast of magical energy, the robot staggering back.

Berry chanced stopping the device, turning to peer into the room. A blast from the robot's shotgun knocked the screwdriver out of her grip. Her heart pounding, she tried to think of what to do next now that she had been disarmed.

The robot scowled. "Girl, y'all done incurred this unit's wrath," it said, manifesting a new toolkit and setting it down. It stalked towards Berry, loading in a new shotgun shell as the sentry began building behind it. It rounded the corner, aiming its shotgun at Berry.

_Oh Celestia Pinchy I'm sorry please help me Celestia I want to hug my daughter again I don't want to die! _she thought desperately, tears streaming down her face as she looked at the shotgun's barrel.

"Ah'm a killer of ponies, Subject Desginate: Berry Punch. That's the God's honest truth," the robot said, its eyes glowing fiercely as it started to squeeze the trigger.

A loud, metallic crunching sound drew its attention. Both Berry and the robot looked inside, to see Mayor Mare standing over the wreckage of the new sentry, a lead pipe held in one foreleg as she glared at the robot.

"You need a permit to build here," the Mayor said, glaring.

The robot turned his gun towards her, but Berry got behind it and kicked it in its metallic rear, the shot going wild. The Mayor stepped forward and jammed her pipe through the robot's chest.

"I-In-it-ating re-re-re-re-retreat mode..." the robot sputtered, slowly yanking the pipe out of its chest and tossing it aside, staggering to the device generating a ring of energy and stepping into the ring. Both robot and device vanished in a flash.

"You all right?" Mayor Mare asked.

Berry nodded, retrieving the sonic screwdriver. "Yeah... That robot had a gizmo that was blocking the powers of the Elements somehow," she said. "Doctor Hooves let me borrow one of his gizmos to break it."

Mayor Mare nodded and hugged her. "C'mon," she said, holding up a program similar to the one Berry had received earlier. "The other parents are already on their way to the Arts Center," she said. "We may not be able to help, but we can at least cheer them on as they save the children."

Berry nodded. "Works for me," she said, grinning. "I'm gonna need a huge drink after all this, though..."

"You and everypony else," Mayor Mare muttered as the two mares ran off.

/\/\/\/\/\/\/\/\/\/\

_Back at the fight..._

/\/\/\/\/\/\/\/\/\/\

Twilight easily kept Nightmare Brutality pinned under the force of her magic. A rainbow-colored cone formed, leading directly into his head.

"GO, RAINBOW DASH!" Twilight shouted.

"You got it!" she said, unhesitatingly diving into the cone, magic wrapping around her as she disappeared into the Nightmare's head.

She appeared in a stormy landscape on top of Ayer's Rock, although she didn't know what it was. She looked around for Sniper, only for Christian Brutal Sniper to tackle her from behind, screaming in rage.

"This is MY body now, you miserable little cunt!" CBS snarled. "NO TRESPASSING!"

Rainbow Dash tried to fight back, but CBS got her on her back, jabbing knives into her wings to pin her there, the pegasus screaming in pain. The sound was quickly cut off as CBS wrapped his hands around her throat.

"Myeheheheheheh," he cackled, a sickening grin on his face. "You shouldn't have come here, sheila. I reign supreme here. And now you're going to to die."

He tightened his grip, Rainbow Dash's eyes starting to bug out as she felt something start to rupture in her neck.

"Die die, pretty sheila! And we'll all have ourselves a millionare's holiday!" CBS laughed.

"No," said a calm voice from behind CBS. Before the evil persona could react, Sniper wrapped his arms around his neck and pulled him away from Rainbow Dash, the rainbow-maned pegasus hacking as she tried to catch her breath.

CBS snarled, struggled fiercely to get out of Sniper's grasp. "How... How the bloody hell did you get out!?" he snarled.

Sniper sighed. "Princess Twilight's words made sense... And I realized... I realized that she's right. I have to accept all of me. Locking away all the bad just makes me weaker. Pretending its not there just makes it stronger."

"Right!" CBS snarled, trying to break free of the submission hold Sniper had put on herm. "And look how strong I got!"

"That's my fault," Sniper said. "And I'll have to live with it. But I'm not letting you have your way anymore."

"NO!" CBS roared. "This body is mine now! YOU CAN'T HAVE IT BACK!"

"I accept that you are a part of me," Sniper said softly, Rainbow Dash watching him and smiling. "I accept that you exist."

"NO! NO NO _NO GOD DAMN IT_!" CBS roared, struggling desperately to break free, Sniper's grip too strong.

"I accept that you are of my mind. And I will never let you control me again," Sniper said.

CBS screamed, his body dissolving into a ball of light which was absorbed into Sniper's body. Sniper sighed, and walked over to Rainbow Dash, the storm in the landscape fading as he removed the knives from her wings and helped her onto her stomach again.

"You okay?" she asked.

"I will be..." Sniper said, wrapping an arm around her neck and hugging her. "Thanks Dasher. I owe you all big time."

Rainbow Dash chuckled and nuzzled him. "Just so long as you're okay," she said softly. "Now c'mon. We got some foals to save."

Sniper grinned, nodding.

Back in reality, Twilight backed off as rainbow light engulfed Nightmare Brutality. A smile was on her face as she watched the Nightmare change from an evil alicorn into a slender, female form. The light faded, revealing the new being standing before them.

She wore Sniper's outfit, but she was definitely female, with well-defined legs showing in the jeans, a sign of Rainbow Dash's athletic figure. The long hair, partially hidden by the slouch hat she wore, was rainbow colored. She tipped her hat politely, her eyes hidden behind shades. On her back was a heavy backpack with a jar of yellow liquid attached on one side, a small plush koala wearing a similar hat in a pocket on the other side. A submachine gun was mounted on her hip, a high powered sniper rifle in her hands. Her belt had a pouch with extra bullets in it, a kukri knife sheathed on the side of the backpack She spoke, the voice Rainbow Dash's, but carrying Sniper's distinctive calm tone and accent.

"G'day mates," she said. "Or g'devening, I guess. Rainbow Sniper at your service."

"Outstanding!" Soldier said. "Berry did it! We can fuse again!"

Rainbow Sniper smirked. "Then you'd best fuse into Solderp again quick, mates," she said. "Otherwise I might get all the hits meself."

Ponies began to pair up, five columns of light forming as Rainbow Sniper began to walk around the Arts Center, scanning for a place to shoot.

"How far out is Chrysalis?" Twilight asked Spy.

Spy closed his eyes, concentrating on the changeling queen's thoughts. "Ten minutes," he said.

Twilight nodded, turning briefly when she noticed the parents of the foals starting to arrive, Berry Punch and the Mayor arriving soon after. "Then lets get ready to fight," she said, flaring her wings. "Hopefully the Doctor's having just as much luck as we are."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Earlier..._

_Inside the Arts Center..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The kidnapped foals all huddled together in their cage, staring fearfully at the plant-like creature that so resembled their teacher. They had all been kidnapped by some faceless monster, blacking out and waking up in a cage in someplace they'd never been before.

Nightmare Gardener, for her part, was calmly moving about the room, setting up horrific looking machines. The first one she finished was a crucifix of sorts that would hold a foal upright, a slow moving drill on the front of it. Gardener demonstrated the device, showing the hooks that would open on it after it opened, latching onto the victim's insides and yanking them out as it slowly twisted back out of the body.

With sickening glee, Gardener pointed out that this particular device was for Twist.

The second device she had finished was something she declared was meant for the Cake twins. Both foals would be seated over a pool of acid, Pound's wings strapped down, Pumpkin's horn muzzled. The only way one of them would live is if one of them pushed the knives strapped to the chairs they were sitting in into the gut of the other. If neither one killed the other in time, they'd be dropped into the acid.

A large meat grinder was set up for Silver Spoon, with a funnel and pump underneath leading to a chair that Gardener said was meant for Diamond Tiara. The device was meant to feed Silver Spoon's remains to Diamond until her stomach burst.

"After all," Gardener had teased, "aren't you the type that likes grinding up others anyway?"

Diamond swore to Celestia, Luna, Discord, and anypony else she could think of that she'd be nice to everypony for the rest of her life if she got out of this.

More devices were there, each one more cruel-looking than the last. And the more complete they became, the Nightmare busily working away at them, the more frightening they looked.

Explosions began rocking the building, Gardener looking outside with amusement. "It seems that the heroes have come, my little seedlings."

The foals felt their spirits soar when they began to hear the familiar voices of the local heroes. Scootaloo grinned at her. "Rainbow Dash and the others are gonna kick your butt!"

"Yeah!" the foals cheered.

Gardener just smiled at them. "Are you fond of Rainbow Dash?" she asked.

"Of course I am!" Scootaloo said. "She's the most awesomest pony in Equestria! She's gonna be captain of the Wonderbolts one day!"

Gardener's smile widened. "So you'd be willing to do almost anything for her?"

"Of course!" Scootaloo said, her chest puffing out proudly.

Sweetie Belle cringed, figuring out where this was going. "Um, Scoots, you might wanna stop answering her..."

"Would you even give her gifts?" Gardener asked, her grin demonic.

"Y-yeah, I would..." Scootaloo said, hesitating worriedly.

"Then perhaps a nice hat made out of your skin? You're not going to be needing it anymore." Gardener said in her frighteningly calm voice. Black Morrigan finds shot from her back, grabbing her and pulling her up away from the other foals, who desperately grabbed for her as Gardener began to strangle her.

But just as she began to tighten her grip, she dropped Scootaloo, flinching back as if struck.

Nightmare Gardener frowned, never dropping her calm demeanor. _Why did I stop?_

At that point, the Doctor fell into the room, landing on his face. The foals and the Nightmare stared at him, confused, as he fumbled for a bit, picking himself up.

"Yes! Hello! I'm the Doctor! And I'm here to save the day!" he said, pausing to think for a moment, and adding, "That really does sound silly, doesn't it?"

The foals started to call out to him, begging him for help. Gardener glared at them, silencing them and making them cower in a corner again. She then turned her attention to the Doctor again, smirking.

"So what is it you want, Valeyard?" she asked, her expression confident.

The Doctor frowned. "For one thing, to know why you keep calling me that?"

Gardener smirked. "You will know the Answer when the Question is asked," she said.

The Doctor rolled his eyes. "I'm getting tired of hearing about the bloody Question. I miss the days when it was just funny," he said, going over to the cage where the foals were locked in and examining it, occasionally shaking parts of it.

Gardener laughed at him. "Poor little Valeyard," she said. "You have no idea what is going on."

"I never have any idea what's going on," the Doctor said, smirking, still fiddling around with the cage. "I always blunder in and make it up as I go along. And here. I. Stand."

"Luck runs out eventually, Valeyard. It ran out for you when the TARDIS crashed," Gardener said.

"And yet I still managed to save Equestria, if not the world, over and over again. The Rake, the Smiledogs, the Archangel, the Cyberponies, the Master, the Weeping Angels. All of them and so many others, BEATEN. The Empty City, DESTROYED. The Daleks, my greatest enemies, the bane of all that lives? EXTINCT, thanks to those fools pissing off Celestia," he said. "Evil tends to have a way of ceasing to exist when I show up."

Gardener rolled her eyes. "Of course it does. Which is why you're doing so well in saving my Master's latest victim," she said.

"I don't have to," he said, shaking the cage some more. "I've got the bloody Justice League out there pounding on your little assistant. They'll get Sniper out of him, and then they'll come and shoot you until they feel better and you've given up Cheerilee."

The foals looked surprised at this.

"That thing is... Miss Cheerilee?" Ruby asked.

"Well, sort of," the Doctor said. "See, Miss Cheerilee is possessed by that thing. She was tricked into eating jellied evil, like I was, and a monster grew out of her."

The foals traded looks, confused by this.

Gardener smirked. "You should hear her screams, children. Hear her screaming in fear for all of you," she said, tapping the side of her head. "She knows that I intend to murder you all. And there's nothing she can do about it."

Gardener then struck herself in the face with her own forehoof.

The Doctor stared at her, an eyebrow quirking upward in curiosity. Gardener stared at her hoof, an alarmed look crossing her face before she put it back down again.

The Doctor briefly considered this before he coughed and continued, still walking around the cage and shaking it now and again. "Why Cheerilee's Garden? What do all those nasty-looking devices over there have anything to do with gardening?" he asked.

Gardener quirked an eyebrow on amusement. "It's more of a rock garden than anything else. One that will be created after the show."

The Doctor stopped, considering this for a moment. He then brightened, finally getting it. "A rock garden... Oh! Because of the GRAVES!" He chuckled. "That really is quite clever."

The foals stared at him incredulously. "Don't compliment the bad guy!" Diamond Tiara said.

"What? It was clever!" the Doctor said, pouting and shaking the cage again.

"Stop that," Gardener said to him, frowning.

The Doctor shrugged. "What? I can't get it open, I'm just shaking it," he said.

"The noise is bothersome," the Nightmare said.

The Doctor shook the cage again. Gardener facehoofed. "What, exactly, are you trying to accomplish here, Valeyard?"

Explosions rocked the building again. The foals shuddered in fear, huddling close together, as the Doctor and Nightmare Gardener stared each other down as they leaned over their cage.

The Doctor smiled. "I told you. Save the day, save the foals, go home and have french fries and gravy," he said. "I've had the biggest craving for poutine lately..."

"Wouldn't you prefer a nice veal chili, Valeyard?" Gardener teased, making the foals shudder.

And then one of her flailing vines whirled around and smacked her in the face.

A distressed look came over Nightmare Gardener as she staggered from the blow.

"Something wrong?" the Doctor asked.

"No," Gardener said, forcing herself to remain calm.

The Doctor smirked, walking over to her side of the cage. "You're losing control, aren't you?" he said.

"She's mine," Gardener said. "Her body, her soul, all mine."

"Oh yes, I know very well what it's like to be a Nightmare. But Miss Cheerilee, oh she's a different sort," the Doctor said, grinning widely. "Absolutely brilliant, you ponies. I never thought there would be a race I admire more than humans, but you lovely little ponies..." He chuckled.

Gardener glared at him. She tried to summon more vines, but it was as if there was a wall inside her. She pounded on it as best she could, but the mental barrier wouldn't break down.

The Doctor smirked. "That little blockade you're feeling right now?" he said, guessing what was wrong. "It's Cheerilee. She's fighting you, Nightmare Gardener. She's fighting to get her body back from you. That's the love a teacher has for her students, and she is WINNING."

A low growl came from Gardener's throat. The Doctor paced around her, grinning widely. "You're losing, little girl. You're losing control of the body you stole. Your master doesn't care enough about you to save you, and soon the BLUs, the Elements of Harmony, and a very large, very short-tempered pegasus are going to bust in here and squash you," the Doctor pressed.

"I am well aware of how my master thinks, Valeyard," she said, a slow smirk spreading over her face. "I know what he knows. The question is, do you know what your friends know?"

"River and Jack are entitled to their secrets," the Doctor said. "It'd be rude to pry."

"Even if those secrets are about you?" Gardener asked. "Secrets about yourself that you yourself don't know?"

The Doctor just stared at her for a long moment, his expression unreadable. He then shrugged, going back to the cage.

"Well, in the end it doesn't matter. Secrets are secrets, whether they come out or not," he said. "What matters is the mistake you just made, and how badly it's going to cost you."

Twilight's voice began to echo loudly, good magic washing over them all. Soon after that, Nightmare Brutality began to scream in pain, a rainbow light engulfing him.

"What mistake would that be?" Gardener said, glaring at the Doctor.

"You let me touch things," the Doctor said, tapping the cage with a hoof. The cage then fell apart, screws loosened by the shaking popping out, freeing the foals.

Gardener stared in shock, her calm demeanor finally breaking completely as she snarled at the Doctor. Flowering vines grew from her back and lanced towards the Doctor, wrapping around his throat. But before she could tighten them, or make the flowers release their deadly poison, she found something inside her head forcing her to let go.

"NO!" Gardener screamed in frustration.

"Keep fighting her, Miss Cheerilee," the Doctor said, grinning. "I'll get your children to safety. And while we're on the subject, RUN!"

The foals screamed, heading for the door as Nightmare Gardener began to sprout more and more vines from her back, a vicious roar coming from her as she started towards the Doctor and the foals, something new happened.

_ CH-KOW_

A tiny, rainbow-colored streak zipped in through one of the windows, striking Gardener in the head with enough force to knock her over. Glass broke on the window it burst through.

"What... HOW?!" the Nightmare shouted as she forced the bullet out, her wound closing much slower than normal. In frustration, she looked at the broken window. It was thickly covered in vines. There shouldn't have been any way for a bullet to get through!

The Doctor and the foals pounded on the front door, yanking at the vines wrapped around it. "Twilight! Anyone! Get the doors open, quickly!"

_ CH-KOW_

Another rainbow-charged bullet came in, shooting through one of the tiny gaps in the vines and striking Nightmare Gardener in the eye. She let out a bellow of rage, thrashing about in frustration as greenish blood flowed down her face.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Outside..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight, Trixie, Gem Sentry, Solderp, FlutterHeavy, and AppleDemo, the latter three parked by one of EngiRarity's Dispensers, blasted away at the front door, futilely trying to tear away the vines which were growing even faster than before, Gardener desperate to maintain some control. They could hear the Doctor and the children inside. EngiRarity was building teleporters, placing one at each window into the main theater as Scoutie Pie stood by Rainbow Sniper, shaking her head in amazement.

"How are you even making these shots?" she asked.

Rainbow Sniper smirked, carefully peering through her scope. "All it takes is patience, mate," she said. "All I need is the slightest line of sight. And..."

_CH-KOW_

Another bellow of fury and pain came from inside.

"Sweet!" Scoutie Pie said.

Rainbow Sniper smirked and stepped into one of EngiRarity's teleporters, reappearing on the other side of the building. She stepped off the teleporter and lined up another shot, peering through the tiny gaps in the vines wrapped around the windows. Through her scope, she saw the tiniest movement, the tiniest hint of green...

_CH-KOW_

The bullet shot through the window, striking Gardener right in her Cutie Mark. The vines started to go limp, Gardener screaming in frustration as pain shot through her flanks.

"What is happening?!" she bellowed. "Where are you?!"

Rainbow Sniper calmly stepped aside as Gardener made the vines on the windows lash straight out. She took advantage of the extreme opening and took aim through the window as the vines retracted, the clear shot making it easy for her to shoot the Nightmare in the head again, knocking the tip of her horn off.

_CH-KOW_

"KILL YOU!" Nightmare Gardener screamed, green blood streaming from her broken horn. "Kill you ALL!"

Gardener's body seemed to dissolve, becoming a massive of thorny vines that shot towards the foals and the Doctor. The foals screamed in fear...

...and the vines stopped.

"IMPOSSIBLE!" Nightmare Gardener screamed. Her back swelled violently, a magenta hoof pushing its way through. Vibrant green vines suddenly shot out of the ground, wrapping around the darker Black Morrigan vines. The vibrant vines, bearing flowers similar to Cheerilee's Cutie Mark, pulled the struggling Black Morrigan vines aside, giving the Doctor and the children a chance to escape.

The children turned back briefly, watching in amazement as Cheerilee literally forced her way out of Nightmare Gardener's body. They then noticed their parents and families, running to them and almost leaping into their arms.

"Mama! Mama!" Ruby Pinch cried, the little unicorn leaping into Berry's outstretched forelegs.

"Oh Pinchy!" Berry sobbed, hugging her tightly, laughing in relief. "Oh, my baby, I'm so glad you're okay!"

"It's gonna be all right now," Filthy Rich said, he and Topsy Turvy hugging a sobbing Diamond Tiara tightly. "Daddy and Mommy are here."

"It was Miss Cheerilee, Dad! That monster ate her or something, but she fought it from the inside and helped us all escape!" Diamond Tiara said. "She helped save us all!"

"No hug for me?" the Doctor said, smirking. He didn't really expect one, but it would have been nice. "I didn't even have a gun and I was in there keeping that overgrown vegetable from killing the younglings here!"

Mayor Mare chuckled, hugging the Doctor tightly. "Thank you... All of you, for helping to keep the children safe."

"You get her, Rainbow Sniper!" Scootaloo said, she and Dinky standing with the Apples, Big Macintosh sobbing in relief as he and Granny Smith hugged Apple Bloom.

"Save Miss Cheerilee, mama!" Dinky said as Sparkler, just ariving, ran up to her, scooping her up and hugging her tightly.

Rainbow Sniper, and Solderp turned and cast salutes to the young ponies as they watched Cheerilee free herself from Nightmare Gardener, the Nightmare's body bulging sickeningly as Cheerilee fought her way free. The teacher forced her way out, landing roughly and scrambling to her feet, glaring at the monster born from her body.

Nightmare Gardener stared at her in confusion. "HOW?!"

"Won't... let you... hurt my children..." Cheerilee said, panting heavily, visibly tired from accomplishing the impossible.

Nightmare Gardener snarled. "Obviously, I don't need you as a host anymore. So I see no reason not to kill you..."

A jar of Jarate exploded on her face, the Nightmare gagging as the urine got in her mouth.

"And WE see no reason to be NICE anymore! GET TO IT, LADS!" Rainbow Sniper said, leaping in one of the windows, Twilight leading the rest of the BLUs and Elements in, EngiRarity immediately setting up a sentry and pulling out her Wrangler. The fusions primed their weapons, firing over and over, forcing the Nightmare back to the stage, her body warping with each blast and bullet. Gem Sentry joined in with her own weapons, adding her massive firepower to the barrage.

Medic and Twilight went to Cheerilee's side, the Earth pony staggering. "Are... are the children safe?" she asked.

Medic cast his healing beam on her, restoring her vitality. Twilight smiled, nuzzling her. "They're safe. Thanks to you," she said. "That was incredible!"

Cheerilee grinned weakly. "Still not sure how I did it," she said, feeling stronger as Medic's magic did its work. "But I'm glad they're all okay."

Twilight nodded, fluffing her wings. "All that's left is cleaning up," she said, turning to Nightmare Gardener, who by this point had dissolved into a writhing mass of vines as the fusions pummeled her, Zecora reaching into her pouch and tossing an orange anti-Smooze cloud, the vines bubbling as the poison took effect.

As they fired, though, Scoutie Pie felt a familiar pinching in her knee. _Uh oh, _she thought, grabbing for her can of Bonk! and chugging it.

"ENOUGH!" Nightmare Gardener bellowed.

Black Morrigan vines shot from the ground, wrapping around everyone, unicorns and alicorns getting their horns wrapped, Gem Sentry getting mummified by the vines as they were all lifted into the air save for Scoutie Pie, her Bonk! enhanced reflexes the only thing saving her from being captured.

Nightmare Gardener, her calm demeanor restored, quickly reformed her body, walking out amongst the captured ponies. Scoutie Pie sneered and squeezed her scattergun's trigger, only to find she was out of ammo. She tried her pistol, but Nightmare Gardener almost casually swatted it out of her hand.

"Aw crap," she muttered, drawing her bat. Gardener just grinned, smirking.

"No more games, little ones. I will kill you all, and..." she paused, noticing a figure in the doorway. A grin came over her as the figure stepped in, revealing itself to be Slendermane.

"Master..." Gardener breathed, delighted beyond measure to see it. She slowly walked towards it, Scoutie Pie stepping out of the way. The vines holding the others writhed about, Gardener ignoring them all. "Have you come to watch, Master?"

Slendermane nodded slowly. Twilight felt a surge of poisonous magic, one she recognized. "What the..."

And then she noticed the changelings watching at the windows, cruel grins on their faces.

Nightmare Gardener's eyes began to glow green as the magic took a hold of her. She felt her adoration for her master surge as she got closer and closer to him. Unnoticed to her, a green mist emerged from her body, floating towards Slendermane and disappearing where its would be.

Slowly, the vines began to weaken. The vine around Twilight's horn unraveled, Twilight immediately teleporting everypony free of the the plants that held them in check.

Nightmare Gardener didn't notice, didn't notice her knees wobbling as she approached 'Slendermane.' All she cared about was the love and adoration she felt for her master. When she was standing right before it, green flame enveloped 'Slendermane.' The flames faded quickly, Queen Chrysalis standing before the startled Nightmare. She licked her lips and smirked, laughing, her insectile wings fluttering.

"Whu... you're not master!" the Nightmare said.

Chrysalis nodded in agreement. "And you, my dear delicious Nightmare, are made of candy," she said. Her changelings shot in through the windows, ponies and fusion forms turning away as Chrysalis and her changelings began to devour Nightmare Gardener. The Nightmare's screams of agony where cut off quickly as Chrysalis tore out her throat.

After a mercifully short time, the changelings finished her off, leaving nothing but a green smear on the ground.

"Ewww..." Scoutie Pie said.

Chrysalis grinned, belching rudely. "That was fun! Call me again if you fight any more villains made of snack food!" she cackled.

"Thank you, your majesty," Twilight said, bowing to her. "She would have murdered us all if you hadn't shown up when you did."

Chrysalis smirked. "Just keeping to our arrangement," she said. "Don't look too much into it, little princess."

"How are your people doing?" Solderp asked.

Chrysalis frowned, and sighed. "They're fine," she said. "The Lovestone is producing more than enough love to feed us all. The famine we were going through has been completely averted."

Solderp just nodded, smiling. "Good," she said.

"I am... unused to feeling gratitude..." the changeling queen said softly. "Thank you."

"There's still probably Black Morrigan vines around," EngiRarity said.

"We'll clear them out and take them with us," Chrysalis said. "I get the feeling that these little ponies would prefer I and mine not hang around for long."

Twilight nodded. She turned, and saw Barricade coming up to her.

"So you done running from your responsibility, Princess Twilight?" the massive pegasus asked.

Twilight nodded. "I never should have cast them aside," she said.

"You gonna do the right thing? Follow your destiny, take up your crown once more?" Barricade asked, giving her a stern look.

Twilight nodded. "Yes. I will," she said.

Barricade nodded. "Okay. Due to the circumstances, we can skip any formal ceremony, plus there's some paperwork to go through, getting your guards assigned back to you and all that. But beyond that, this will do for now."

She spread her wings and shouted, "Before Luna's sacred moon and before these witnesses, I, Barricade, Captain of the Pegasus Guard, Order of the Hurricane, do hereby officially recognize once more Twilight Sparkle as a Princess of Equestria! Bow your heads in respect!"

Twilight smiled softly as her friends, one by one, bowed before her, the fusions dropping to one knee, holding their weapons in a saluting position. The BLUs who currently weren't in a fusion watched Twilight with amazement as they bowed. Only Chrysalis and her changelings didn't bow, simply watching the proceedings with amusement.

"I, Twilight Sparkle, do hereby accept my role as Princess, and vow to defend the land and its ponies from all who would harm it," Twilight proclaimed in the Royal Canterlot Tone.

Barricade smiled, her gaze soften. "Good. Beyond the paperwork, we're done," she said. "And your highness... about what happened back then... My husband and I, we never blamed you."

Twilight sighed, smiling weakly. "I did enough blaming myself for everypony, I guess... But I can't let guilt overtake me," she said. "I'm done running from who I am."

The fusions broke apart, Sniper coming up to her and grinning. "So am I, your highness," he said. "So am I."

Twilight smiled.

And then Gem Sentry screamed.

Everyone whirled, Gem Sentry screaming and collapsing, electricity swirling around her as she fell on her side and twitching violently, revealing a device attached to her flank.

The BLUs, to their horror, recognized it immediately.

"Sweet Jesus, it's a SAPPER!" Engineer shouted.

Gem Sentry, an electronic moan coming from her throat, stared up at Engineer pleadingly, visibly in agony. Engineer smashed the energy draining device with his wrench, roughly yanking it off of her. He hugged her tightly, Gem Sentry sobbing into his grasp. Zecora tossed out a cloud of crystalline mist which quickly filled the room, clinging to everypony there.

But the robot Spy that had set the sapper had already fled, its data collected as it ran for the portal back to its reality, leaving confused, angry ponies in its wake.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The next day..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Cheerilee sat in her bedroom, idly waving her hoof at a small flower in a pot on her desk. The flower danced about, a glum look on Cheerilee's face as her mind wandered back over what happened the night before.

Soldier came in, frowning. "Your door was unlocked," he said softly. "You didn't come into work today."

"Why bother?" Cheerilee said sadly. "I turned into a monster that tried to kill my students. They won't be in today."

"You don't know that," Soldier said.

"And even if they don't, their parents most likely blame me for what happened," she said, idly flicking her hoof, making the flower grow larger. "I couldn't protect them, Soldier..."

Soldier looked at the flower, frowning. "How are you doing that?"

Cheerilee shrugged. "...According to Princess Twilight, when I fought my way free of Nightmare Gardener's body, it pushed my natural Earth Pony magic to the limit. I'm apparently the most powerful Earth pony in the world now. Not that it really matters."

Soldier stared at her for a long moment, and closed his eyes. "Cheerilee, you are late for work. Get up and get moving," he said after a moment. "That's an order."

Cheerilee stared at him, his eyes half-lidded by his everpresent helmet. "You're kidding," she said.

Soldier shook his head. Cheerilee sighed, and shrugged, pushing herself off of her bed and following him glumly to school. When she got to her classroom, to her surprise...

"Good morning Miss Cheerilee," said the full class, all of the foals that had been kidnapped sitting there, along with their parents and families standing at the back of the room and smiling.

"Ch-Children?" she said, shocked. Soldier led her to her desk, Cheerilee following numbly.

One by one, the children came up to her and gave her a gift, led off first by the Cakes delivering their gift, a large cake, in place of their still-too-young twins. Then the foals themselves came forward with their presents. A basket of fresh apples plus an IOU for a Zap Apple pie. A gift card with an absurd amount of bits on it for Filthy Rich's stores. A lifetime pass to the Wonderbolts. A lovely silver necklace. A promissory note from Rarity for a free dress. A basket of fresh muffins. A bottle of expensive wine. And others, little trinkets meant to show their gratitude for protecting them even while possessed by Nightmare Gardener.

"Oh my..." Cheerilee said softly, a wide smile on her face. Tears flowed down her face as she looked over her children, all smiling warmly back at her.

Soldier smirked. "You are loved, Miss Cheerilee. Never forget that," he said, calmly walking out of the room.

"Children... all of you... thank you," Cheerilee said. "Let's forget about class today, and just have some fun!"

A cheer went up from the foals. Soldier grinned to himself. "This, at least, went well," he said.

_**TO BE CONTINUED...**_


	23. Further Complications

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 22: Further Complications**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts two days after the events of Chapter 21. Note about my tumblr: If something happens there that looks like a scene instead of a question answered, then unless I say otherwise it's canon to the story. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_BLU Base..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Engineer tapped away at his computer, which was attached to Gem Sentry. He went over Gem Sentry's code, his eyes scanning rapidly for any anomalies. Although Engineer and the others had started just calling her 'Gem,' since she seemed to be more 'pony made of guns' rather than 'guns that look like a pony.'

Gem swayed her head back and forth, beeping happily to the beat of a musical number that she had witnessed Pinkie Pie and a good portion of the town perform today, a cheerful little tune about friends in surprising places. Engineer had questioned several ponies afterward, several of them guessing that the song was about Chrysalis and her changelings.

"Ah swear, Gem," Engineer said, "Ah'm gonna figure out how Pinkie Pie works if it kills one of us."

Gem frowned, beeping.

"Of course I don't mean that literally," he said. "Ah'm just... frustrated, is all. There's still so much ah don't understand."

Gem spoke at length, making electronic noises similar to Engineer's regular sentries.

Engineer nodded. "Ah suppose," he said. "But it's hard for me to just let things go unanswered, y'know? Plus the fact that a brilliant pony like Miss Twilight's given up on it is just baffling."

Gem spoke again, her electronic warbles sounding petulant now.

Engineer rolled his eyes. "Now, y'all were told why you couldn't be crowned a princess, Gem," he said, smirking.

Gem beeped.

"That's just rude," Engineer said.

Gem gained a sheepish look briefly, making a whistling sound.

Engineer smiled. "Good. Always remember: manners," he said. "No daughter of mine is gonna be brought up rude."

Gem blinked, a startled look coming over her face.

Engineer smiled. "Well... You're your own person now," he said. "You got a metric ton of guns in ya, but you have your own personality. Your own will. And since ah created you, ah guess that makes me your Dad." He shrugged. "It sounds a bit goofy, but ah like it."

Gem blinked again, a smile coming to her face as she considered this. _Daddy... _she thought. _I'm a person and I have a Daddy... _The thought was very appealing.

Engineer chuckled. He finished typing, looking over the last of Gem's code, and sighed. "Everything's normal. No abnormal code, no hidden programs. That Hoody feller, whatever he or she is, musta just finished adding in the programming I put it."

He shut down his computer and unhooked Gem from it. She got up, stretching, her crystalline body making slight scratching noises as she moved. She smiled at Engineer, who nodded.

"Clean bill o' health, darlin,'" he said, grinning.

Gem beeped, her expression turning a little nervous.

Engineer sighed. "That was an electro-sapper, darlin.' Spah usually uses them to... to destroy sentries on the battlefield." He shook his head. "Ah'm sorry that y'all had to feel that. Ah never realized what those things actually did t'mah creations..."

Gem let out a whirring whimper of fear.

"It wasn't our Spah that did it, darlin.' He doesn't have his sappers and they didn't translate over into a power for him, not even a changeling-style power," Engineer said. A dark look crossed his face as he added, "But when ah do find the backstabbin' snake that did it, ah'm gonna shove mah wrench so far up his ass that ah'll have to take it out of his nose..."

Gem beeped approvingly, nuzzling Engineer.

"Hi!" Pinkie Pie said, appearing behind them.

"GAHAGH!" Engineer said, he and Gem leaping back in shock. "Dangit, Pinkie, why can't y'all just walk in a room normally like other folks?!"

Pinkie Pie shrugged. "Folks kinda expect these sorta gags from me," she said. "So what's up? Is Gem Sentry gonna be okay?"

"Just Gem, now," Engineer said. "And it seems so. Thanks for bein' concerned."

Pinkie Pie grinned. "Well, she's a new friend! I always make sure that new friends feel loved! Plus, I still have to plan a party for her!" she said, producing a party hat and a toy trumpet, putting the former on Gem's head and the latter in her mouth.

Gem tooted the trumpet curiously, blinking in confusion. She then began tooting the toy instrument repeatedly, liking the sound. Engineer facehoofed.

Pinkie Pie giggled. "See! She's in the party spirit already! Now I just have to figure out what sort of treats solar-powered robot ponies like..." she said, a thoughtful expression coming over her face.

Engineer sighed. "Listen, Pinkie, about that musical number today..."

"OH! That reminds me!" Pinkie said. "Since Gem has her own mind, that kinda makes you her parent, right?"

Engineer grinned. "Yep, that's what ah'm thinkin,'" he said. Gem grinned, tooting the toy horn happily.

"Would you be the mommy or the daddy?" Pinkie Pie asked, honest curiosity in her eyes.

Engineer just stared at her. "...Obviously the father," he said.

"Really?" Pinkie Pie said, scratching her head. "'Cause it doesn't seem that way to me. You're more like the mommy, aren't you?"

"...Huh?" Engineer said, he and Gem staring at the pink party pony curiously.

Pinkie Pie shrugged. "Well, if you think about it... Foals are created inside the mommy's tummy, right? Born when the daddy and the mommy... well, y'know," she said, blushing and giggling a little. "Anyway, seed from the Dad goes into the egg from the mother, and the foal starts growing inside the mommy's tummy!"

"...Fairly simplified, yes, but ah still don't see what that has to do with," Engineer started.

"But in Gem's case, the egg was your original sentry design, right? When you fused with Rarity, that provided the 'seed' of an idea to make Gem into a pony-like robot, right? The idea 'grew' inside the 'womb' of your brain because of the 'seed' Rarity provided with her sense of aesthetics, which makes you Gem's mommy!"

Engineer's jaw had dropped to the floor, an utterly incredulous look on his face. "That... Pinkie, that's just silly!" he said. "Ah'm the male, therefore ah'm the father!"

Pinkie Pie shrugged, unperturbed by her idea's rejection. "Okie dokie lokie! Just getting my two bits in on the matter," she said, happily bouncing away.

Engineer shook his head, grumbling. He yelped as Gem suddenly leaped forward and hugged him, letting out a whirring beep that distinctly sounded like an excited cry of 'Mommy!'

"Now DON'T YOU START!" Engineer snapped.

Rarity peered in next, a smile on her face. "Hello, darlings!" she said. "I wanted to check in, see how you were doing, and..."

Gem almost immediately was at Rarity's side, scooping her up and making a warbling noise that sounded distinctly like the word 'Daddy!'

Rarity blinked, staring at the robotic alicorn nuzzling her and giggling, and turning to Engineer. "Um... Dell?"

Engineer sighed. "If I say 'Pinkie Pie was just here,' will that be enough of an explanation?" he asked.

Rarity chuckled. "Pretty much," she said. Gem just beeped happily.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Everfree Castle..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Amazing..." Medic said softly, admiring the architecture of the ancient temple. "Ve did not see zis on our way in through Everfree ze first time..."

Twilight nodded. "My position the first time I became princess was governor and protector of the Everfree Forest and any connected towns. The castle used to belong to Princess Celestia and Princess Luna, and was rebuilt for me after my coronation. I conducted a lot of my royal business here."

Medic nodded, understanding. "Ja, I see. Celestia vould vant you to stay close to your friends, und you und ze others had been doing ze protection part already," he said.

Twilight nodded, sighing. "The nobles... weren't happy. But they got over it or learned to cope with it. I'm probably going to have to go through that hassle all over again..." she muttered. "At least it will be easier than the first time. No awkward inexperience to work through..."

Medic smiled at her. "Vell, you seem to be a popular royal in Ponyville," he said.

Twilight chuckled. "Yeah, if you and your five best friends managed to keep the town from getting wiped out of existence more than once, then you kinda develop a rep as somepony that you can trust," she said.

Medic grinned. "Und vith your added power, ze victory vill be guaranteed!" he said. "Maybe if ve can seperate somevun from a Nightmare like Cheerilee did, I can keep ze leftover Nightmare as an experiment!"

Twilight shook her head. "No... No, I don't think so..." Twilight said.

Medic blinked, looking at her. "Vhat do you mean?"

Twilight sighed. "...One thing I learned is that power means nothing. It's what you do with it. Nightmare Brutality was just that – a brute. He was clumsy, and focused far too much on melee fighting. Plus, I don't think he was fully used to his powers yet. If he had gone to that blade-winged form from the beginning, he could have butchered us all. I caught him off-guard, Medic, startled him with the aura shield that blocked the feather blades he threw at me."

Medic gulped.

"Plus..." Twilight shook her head, frustrated, "plus, if Chrysalis hadn't shown up when she did, we would have all been killed. Me, Barricade, the fusions, all of us. Nightmare Gardener had us dead to rights."

"Zat... zat does put things in perspective," Medic admitted, visibly not as confident as before.

"At best, me unsealing my power gave us some more survivability against Slendermane's forces, and I'm starting to wish I did it sooner. The threat is escalating. And we STILL don't know what it was that attacked Gem after the fight was over," Twilight said. She closed her eyes, taking a deep breath. "But I'm not hiding from my problems anymore. I'm going to use the full measure of my authority to make sure that this town is protected, and to protect Princess Celestia as well."

Medic nodded, a thoughtful look crossing his face. "You spoke to me in private earlier of her troubles... Perhaps ze Sun Princess should rest? Certainly you, as her disciple und a Princess yourself, could easily fill in for her..."

Twilight rolled her eyes. "Oh yes, let's reveal that Celestia's going mad and replace the beloved Sun Goddess with a few millenniums worth of experience with the amateur alicorn who RAN AWAY and abdicated her crown when she made one big mistake!" she yelled, lapsing into the Royal Canterlot Tone near the end. She sighed, shaking her head. "Even if I felt I was qualified, which I don't, the nobles would never allow it. Not then, and especially not now. If worse comes to worst, the only pony I can see replacing Celestia is Luna."

Medic held up his forehooves placatingly. "All right, all right, I'm sorry," he said. "It vas just a suggestion."

Twilight smiled thinly. "It was a reasonable one. Just the wrong one," she said softly.

"Ve must focus on ze good, zen," Medic said, nodding firmly. "Ve have a powerful fighting force to defend against Nightmares should zey show up. Firstly, zere are ze nine Elements of Harmony, made even stronger vith you becoming an alicorn vunce again, und nine dangerous, violent psychopaths zat they can can fuse vith to make HEAVILY ARMED dangerous violent psychopaths!"

Twilight giggled, rolling her eyes. "Complimenting yourself too much isn't gentlecoltly, Medic," she said.

Medic snickered. "In addition, ve also have a living bulldozer of a pony in ze form of Fluttershy's mozzer, plus ze clever Doctor und his associates, and now Gem as well, plus Cheerilee und her new plant and earth powers," he said. "All in all, I'd say zat Ponyville is in very good hands, ya?" He paused. "Hooves. Vhatever."

Twilight nodded. "I guess so," she said, walking deeper into the temple, Medic following her.

"...How did you become an alicorn anyway?" Medic asked.

Twilight sighed, stopping and looking out into the cloudless sky. "There was a spell... an unfinished spell created by Star Swirl the Bearded, one of the greatest ponies of all time, that he had never been able to properly complete. Princess Celestia asked me to complete it. I read it aloud, not realizing that I accidentally cast it, and when I woke up... Rarity had Rainbow Dash's Cutie Mark, Rainbow Dash had Fluttershy's, Fluttershy had Pinkie Pie's, Pinkie Pie had Applejack's, and Applejack had Rarity's. They were all trying to do the talent represented by their Cutie Mark and... well, were doing terribly. Rarity kept trying to arrange stormclouds in a fashionable pattern, the animals HATED Rainbow Dash, Fluttershy has no talent for comedy, Pinkie Pie is as terrible at running a farm as she is wonderful at making ponies smile, and Applejack was attempting to make dresses. They believed that they had these Cutie Marks all their lives, and it was their destiny to perform these jobs they were horrible at and be miserable."

Twilight turned, and chuckled at Medic's aghast expression as he tried to process the images Twilight had just put in his head. "Yeah," she said. "That was pretty much my reaction."

Medic shook his head, composing himself. "So you finished ze spell, und zat changed you?"

Twilight smiled warmly. "Sort of... Part of it was my determination to save my friends from being sad, but..." she said, pausing and turning to Medic. "It was because of them. My wonderful, wonderful friends, and all the experiences I had with them. All the laughter, all the fears, all the tears... Meeting Applejack, Rainbow Dash, Pinkie Pie, Rarity, and Fluttershy was the best thing that ever happened to me. And it was because of all that had happened to us that I was able to figure out how to set things right and complete the spell, doing something that had never been done before: make new magic. Destiny magic."

Medic grinned widely. "Remarkable!"

Twilight nodded. "I was brought to a different plane once I finished the spell. And Celestia guided me through my transformation," she said, grinning. "It was... wondrous..."

"Oh, I vish I could have seen it..." Medic said. "Such a chance to study, to learn... Even if I don't really understand zis friendship nonsense..."

Twilight frowned. "You seem to be friends with the other BLUs," she said softly.

Medic fidgeted, clearly uncomfortable with where the topic was going. "It... varies from day to day. I like Heavy, and Engineer is tolerable. I frequently vish to murder Scout, Soldier annoys me, Pyro terrifies me, Demoman is a fool, Spy worries me, und Sniper is pathetically naïve for someone so 'professional...'"

"...And yet you stay with them, help them, get along with them." Twilight said.

Medic sighed. "Ja... I do," he admitted, smiling a little. "I am fairly certain zat I vould have killed myself a long time ago if I had not met zose dummkopfs..."

Twilight smiled. "Anyway," she said, moving further into the temple, "Let's continue the tour. We can talk about depressing things later." She entered a small room with a single chest in it, lifting it open with her magic and removing four golden hoofshoes and a regal, golden collar, along with a crown that looked similar to her Element of Harmony tiara.

"Ze royal regalia, I presume?" Medic asked.

Twilight nodded. "I should probably wear it more often that I did last time," she said. "Show I'm serious about staying a princess." She slipped the collar and crown on, and began to put on the hoofshoes.

"I vould think zat wearing ze regalia all the time vould be uncomfortable," Medic said, giving the alicorn an appraising look.

"Hm?" Twilight said. "Oh, nononono, it's really quite comfy." She levitated the collar off of her neck and put it around Medic's.

"Ooh, zat's nice," Medic said, feeling the smooth interior of the collar. "Is zat real silk?"

Twilight nodded, grinning. "Plus, it has a spell to make it even softer and prevent chafing."

"Zat is quite cozy," Medic said, almost purring.

Twilight thought a moment, and stepped out of her golden hoofshoes. "Here, try these on too. They'll be a bit snug, but they should still fit."

Medic nodded, and slipped into the golden shoes. They were tight around his hooves, being made for a mare and not a stallion, but they were the most comfortable things he had ever worn.

"My my my," Medic said, strutting around a little. "Ze perks of royalty."

"I'd be lying if I said I didn't take the time to enjoy some of them last time," Twilight said, grinning.

"Yes, VERY nice!" Medic laughed. "Vhy, one could easily get used to wearing..."

"Doctor?" Heavy rumbled, peering in the doorway.

Twilight and Medic both eeped, startled, looking over at the massive blue stallion standing in the doorway. Heavy stared right back, looking over the golden regalia Medic was wearing, a slow grin spreading over his face.

Medic quickly removed the regalia, giving it back to Twilight and standing off to one side, scowling. "Vhat do you want?"

"Bulldozer pony has some paperwork for little princess pony to fill out," Heavy rumbled, chuckling. "I volunteer to come look for her, Barricade point out old castle for me."

Twilight chuckled, putting on her regalia. "I'll be there shortly," she said.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_The school..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"All right," Soldier said. "Good game, although Diamond, you really need to be less rough."

"Sorry," Diamond Tiara said, surprising the Cutie Mark Crusaders. "I'll be better about it next time."

"Good to hear," he said. "Get cleaned up, your next class is soon."

The foals all filed inside, save for Dinky, who just smiled sheepishly at him.

Soldier stared back at her, curious. "Anything wrong?" he asked.

"I just..." Dinky said, blushing and grinning, "I just wanted to say, I'm really glad you came to our world."

Soldier smiled. "Hnh. Just doing what's right," he said. "Everyone's been very accommodating, treating us well."

Dinky sat down beside him, and asked, "Mama said you were a daddy before. What were your foals like?"

Soldier flinched, grimacing. "I... Dinky, they died very young. A very bad thing happened and I lost my entire family before I ever got a chance to raise them..."

Dinky frowned and nuzzled him. "I'm sorry," she said.

Soldier sighed, smiling. "It's fine," he said.

Dinky bit her lip, blushing, and said, "Maybe... Maybe you can get the practice at being a daddy you never got back then by... well..." She blushed brighter, pawing the ground nervously.

Soldier frowned. "What are you saying?" he asked.

Dinky took a deep breath. "I... If you have to leave someday, I won't be mad or sad... But I've never seen mama this happy with anypony before..."

She nuzzled him again and went back inside to clean up. Soldier just stood there, frowning. His thoughts buzzed around as he worriedly processed what Dinky said, as well as his own doubts about ever returning to his world. In the end, the only coherent thought that he could come up with on the matter is, "I need to talk to Tavish this evening..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Sugar Cube Corner..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Are you sure you can handle all the extra work?" Carrot Cake asked, frowning as Demoman revealed the recent job he had just acquired.

Demoman scoffed. "The DeGroot family is legendary for their ability to multitask," he said. "Besides, I'm just makin' in-town deliveries for Miss Punch. More than enough time te devote te me work at the bakery."

Carrot sighed. "I'm not against it, I'm just worried about you overextending yourself," he said. "I mean, you're already trying to save Equestria while doing work here..."

Demoman chortled. "I appreciate yuir concern, laddie," he said, "But this nothin' compared to tryin' te destroy a RED Engineer nest while tryin' not te get sniped and dodgin' around the RED Scout and RED Soldier."

"I'll... take your word for it," Carrot said, remembering the fight just two nights ago. To keep his mind off of the fact that he nearly lost his children that day, he began to knead a pile of fresh dough on the counter. "Are you and the BLUs going to participate in the Running of the Leaves? That's next week..."

Demoman froze, his face falling a little.

"Tavish?" Carrot asked, worried.

Demoman chuckled weakly. "It's just... What ye said... We've been here long enough te reach a holiday..." he said in an uncharacteristically quiet voice. "I've... I've never been out of contact with me mum this long..."

Carrot stopped kneading the dough, frowning. "I'm sorry, I didn't realize..."

Demoman shook his head. "It's fine, Carrot me lad," he said, chuckling weakly. "It's just... hitting me hard right now. Bit of a nip o' Scrumpy, and some busywork, and I'll be right as rain."

Carrot nodded, and began kneading the dough again. "Well, I can provide a little busywork. Berry's put in an order for some cookies. Ruby's birthday is coming up, and Berry wants to give her a preemptive treat."

Demoman grinned. "That sounds like a grand thing," he said, looking over to the rack where the fresh cookies were stored. "Just take a bagful?"

Carrot nodded. "Put in about a dozen, mix up the varieties a little," he said. "If she doesn't have any deliveries for you, come right back. We're caught up on orders so there's no rush."

Demoman saluted, pulling a plastic sack off a nearby roller. He fumbled with it a little before he managed to open it, scooping twelve cookies out of the rack and heading off, putting the sack in his saddlebags. Familiar with the layout of the town now, it didn't take him long to make his way to Berry Punch's winery and deliver the cookies.

"Thanks again," Berry said, giving Demoman the bits to pay for the cookies. "This'll be a nice surprise for Pinchy to come home to."

"Aye, it will be," Demoman said. "Ever since I started working at the Cakes, I've woken up hungry just from how delicious their treats are."

Berry hesitated for a moment, and asked, "Pinchy's birthday is this weekend. Would... Would you like to come? She'd love to have you."

"Aye, I'll be there with bells on, lassie," Demoman said, laughing. "That daughter of yuirs is a burst of sunshine on even the dreariest day!"

Berry blushed, grinning. Almost compulsively, she leaned forward and kissed Demoman. It lasted only a moment, though, Berry realizing what she was doing and pulling back, blushing brightly.

"S-Sorry," Berry said.

Demoman chuckled. "I was'nae complaining, Berry me lass," he said. "Do ye have any deliveries for me before I go back?"

Berry blinked. "Yes, actually. Mr. Davenport, who runs the quill and sofa store downtown, put in an order for a bottle of Jura whiskey," she said, retrieving the expensive spirits and putting them in Demoman's saddlebag.

"...Quills and sofas?" Demoman asked, an incredulous look on his face.

Berry shrugged. "Some ponies have very specific Cutie Mark talents, like Mr. Davenport. Some, like Rarity and I, have a little more wiggle room in ours," she said, gesturing to the cluster of berries on her flank. "My talent's making berry drinks. I used that talent to make my famous wines and some other spirits."

"A fine talent, me lass," Demoman said, chuckling. "I'll see ye in a bit."

"Thanks again," she said, grinning and turning to deal with another customer as they came in. His expression fell briefly as he made his way towards the quill and sofa store. "Easy there, Tavish... Ye dinnae want te be gettin' too attached... This isn't yuir world after all. Even if Miss Berry is the first woman ye've ever found truly interesting, and her daughter such a joy to be around..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The park..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Spy calmly looked over the forms Mayor Mare had given him, sitting at a picnic table in the park. If the forms were approved, he'd have authorization to start up a private investigation firm. As he studied them, though his mind wandered a little over the past few days. Specifically, to his conversation with Sweetie Belle.

"Maybe I shouldn't have told her ze story about my father..." he said softly.

"What's up, Spy?" Rainbow Dash said, she, Zecora, and Sniper standing near the table he was at.

"Oh... Zecora knows zis story..." he said. "While talking to Sweetie Belle a few days ago, to make a point I told her a story about my father. It was an... unpleasant story..." He sighed. "I am wondering if I didn't do something wrong."

Zecora quirked an eyebrow, sitting down next to him and pulling out a thermos of tea from her saddlebags. "Both she and I knew what the story meant. The intention was good, despite the content," she said.

"Violent story?" Rainbow Dash asked.

Spy smirked. "Let's just say zat Sniper's father is charming, loving, and supportive compared to mine."

"...That bad, eh?" Sniper said, chuckling weakly.

Rainbow Dash winced. She had shared Sniper's memories when they had merged, learning fully about the poor relationship he had with his family. But still...

"Yeah, I wouldn't worry about telling Sweetie Belle violent stories," she said.

Spy and Sniper traded confused looks. "Why not?" Spy asked.

"Last Nightmare Night, Twilight invited all of us, the Crusaders, and the Princesses over to her place for a little party. Luna brought over some movies, and... well, she likes monster movies and slasher films."

"'Slasher films?'" Sniper asked, confused. The genre hadn't been invented yet in their time.

Zecora sipped her tea, amused, as Rainbow Dash continued. "Movies about really nasty killers that like to cut ponies up," she said. "Anyway, Celestia was kinda mad at Luna for bringing them and was starting to lecture her, when we all heard Sweetie Belle laughing. She thought they were comedies."

"A movie about violent killers... and she thought they were funny?" Sniper said.

Rainbow Dash chuckled. "She began to point out all the dumb, silly stuff in each film, like how all the heroines would trip and hurt ONE of their four ankles and NOT get up to run again, just crawl around real scared, or how the killers would just take way too long in trying to kill their victims... She even pointed out how unrealistic some of the blood looked." She frowned, and added, "Which had me, Rarity, and Applejack keeping an eye on the Crusaders for about a month afterward, now that I think of it. It really worried us that she knew what blood really looked like... Anyway, Apple Bloom and Scoots started to relax after Sweetie Belle started providing commentary, and we all were able to enjoy the movies more."

Spy grinned, feeling more at ease. "So stories of violence do not affect Sweetie Belle, zen?"

Rainbow Dash shrugged. "If it isn't real or already happened, then it doesn't bother her," she said.

Spy sighed. "Well... at least I know I didn't unduly traumatize her," he said.

"Foals are tough, that much is true. They won't always fear something totally new," Zecora said.

"Speakin' of new," Sniper said, idly looking at the Dark Element of Loyalty necklace he now sported. "We're up to six fusions now. That leaves you and Zecora, Pyro and Trixie, and Medic and Twilight."

Spy grinned. "Indeed," he said, wrapping a foreleg around Zecora and pulling her close. "Are you looking forward to our 'fusion,' my dear?"

Zecora coughed into her tea, startled. She blushed brightly.

Rainbow Dash grinned wickedly. "Been doing some 'fusing' already?" she teased.

Zecora blushed and started to speak. Spy interrupted her. "A gentleman does not kiss and tell. I am quite fond of Zecora, truly. However unless she wishes to speak of it, zen I remain silent," he said. Zecora smiled warmly at him. 

Rainbow Dash nodded sagely. She then whispered to Zecora, "Tell me later." The zebra blushed brightly.

Sniper rolled her eyes. "You're so full of it, your eyes are brown. Anyone ever tell you that, Frenchie?"

"You did, just now," Spy countered, smirking.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"...We still haven't found the body yet, your majesty," Harbinger said quietly, Princess Luna walking beside him. "Best guess, it was in one of the trash bags we found your sister laying in."

Princess Luna sighed. A headache was pounding at her, making an already frustrating situation more annoying. "Or in some of them... None were big enough to hold a full pony..." she said softly.

Harbinger frowned. "Yet another distressing thought," he said.

"Where are we going, anyway?" Princess Luna asked. "Ever since you got that report from the Stealth Corps just now you've been strangely quiet."

Harbinger sighed. "You'll see soon enough, my lady," he said.

They entered down into the dungeons, turning a corner and eventually arriving at a cell far down the path. They found Celestia staring into the cell, a terrified expression on her face.

"Sister?" Luna said softly, running to her and nuzzling her. Celestia yipped, relaxing only a little when she saw who it was.

"Luna?! I..." Celestia stammered. "Did... Did I do this?"

She pointed into the cell. Harbinger and Luna looked in, seeing the corpse of Brickhouse, the pony taken in almost a month and a half ago after he helped Masky Pegasus. He had been dead for a few hours, flies starting to nest on his body. On his neck was a slender hole precisely the width of Celestia's horn.

"I... I remember raising the sun yesterday and talking with Twilight's old guardsponies that morning... and then I remember waking up here and seeing..." Celestia shivered. "What's happening to me?"

"We'll find who's doing this to you, Tia," Luna said, nuzzling her again. "I swear to you."

Harbinger stared at the body a moment more, and sighed. He stepped into the cell, pulling a knife out of his armor, and began cutting into Brickhouse's body further, slicing it five more times.

"What are you doing?!" Luna shouted, horrified.

But Celestia shushed her, recognizing the specific pattern of cuts. She gave Harbinger a grateful look as he washed his knife off and resheathed it.

As he stepped outside of the cell, two pegasus guards came down the hall. They looked surprised to see the Earth Pony Captain and the two Princesses there. 

"What... what's wrong?" said one of the guards. "What's happening?"

Harbinger gestured into the cell. "Jeff got out," Harbinger said, making the guards gasp in fright. "Fortunately, Princess Luna and I stopped him before he killed anypony other than this colt and sent him back to his cell."

Celestia nodded. "I want the wards around his prison doubled, as well as the guard," she said. "I also want more traps around his cell as well. I don't know how he got out, but I want to make sure he never gets out again."

Luna glanced between Harbinger and Celestia, confused. But she could guess what they were doing and why, so she said nothing, keeping her expression even.

The guards looked into the cell, wincing.

"Ooogh... Yeah, that's Jeff's handiwork all right," the first pegasus guard said.

"I've only heard stories about him..." the second guard said, looking ill.

"Lucky you," the first guard said, shaking his head. "I was on city duty when he was still out there, saw some of his victims when he got to COMPLETE his work. We're damn lucky he didn't get out of the castle." 

The second guard nodded. "Forgive me for asking, but... why were you down here in the first place?" he asked Harbinger and Luna.

"Harbinger is my chosen Consort," Luna said simply. "It is my right to sneak off to someplace private with him and have him ride me into the sunset." She glared into the cell. "Then of course we encounter this Jeff fellow and the mood is ruined completely. Most unpleasant."

Harbinger blushed brightly, going wide-eyed. Celestia laughed, unable to help herself.

The guards traded amused looks. "Yeah, um... before we get into too much information territory, we'll just find some of the unicorn guard to clean up the body," the second guard said. "Shall we have the prisoner's family informed?"

"I will take care of that," Harbinger said.

The guards nodded and bowed, leaving.

"Thank you," Celestia said softly once the guards were out of earshot, she, Luna, and Harbinger starting to leave themselves.

"I'm guessing this 'Jeff' is an infamous killer we have imprisoned in the lower dungeons?" Luna guessed, frowning.

Harbinger scowled. "Jeff the Killer. A vicious beast of a unicorn who's hideous face was only matched by his hideous personality. A torturer and murderer of cruel talent who has been locked in the Penance Ward for years, his kills always having that same pattern of cuts I gave the body. He killed over two-hundred ponies before the Doctor, River Song, and Captain Harkness were able to catch him and bring him in," he said. "My guards have never really forgiven themselves for their failure, for civilian vigilantes doing what they couldn't..."

Luna shivered. The Penance Ward was something she created while she was Nightmare Moon. It was a place of punishment, of horrible pain. Luna thought it would have been destroyed, and said so.

"It was rebuilt after Jeff was caught," Celestia explained. "Death was regarded as too much of a mercy for him." She took a deep breath, shivering. "And now I have to use him as a scapegoat for my own murders..."

"Tia..." Luna said softly.

Celestia shook her head, tears flowing down her face. "I... Brickhouse... He was just a fool and a lout, he didn't deserve to die, doesn't deserve to have his body mutilated like that..." she said, visibly breaking down. "I had forgotten he was even down there, and now he's dead..."

"Tia!" Luna said, hugging her tightly. "What happened was wrong, yes. And we will have to make compensation to his family for it. But whatever is happening is not your fault! It is this Slendermane monster, whom we shall catch and imprison in Tartarus where it belongs!"

Celestia grinned weakly. "Not my fault? I am the one who killed that poor colt. I am the one who this creature is stalking," she said. "I'm supposed to be the big sister, the protector... I failed over a thousand years to protect you, and now I'm failing again..."

Luna winced. Celestia had always seemed so serene before. To see her breaking down like this, to see that she had yet to forgive herself...

"Oh Luna," Celestia said, collapsing to her knees and sobbing. "How can I be forgiven? I betrayed you and exiled you on the moon because I couldn't save you, thrust eternity on Twilight before she was ready or even knew if she wanted it, didn't trust her when Chrysalis replaced Cadence, let Discord out of his prison out of some naïve belief he could be reformed... What sort of ruler am I? What sort of mentor, what sort of sister am I?"

Both Harbinger and Luna were supporting Celestia, trying to keep her upright. The Sun Princess leaned into Luna's body, sobbing. "Everything I've done... I'm worthless... I'm no good as a princess... Oh mother help me, I want to die..." Celestia moaned.

A bolt of horror passed through both Earth Pony Captain and Moon Princess. "DON'T EVER SAY THAT!" Luna said, tears flowing freely down her face as she hugged her sister tightly. "Please, Tia, don't ever say that... You're a good pony, my sister. I love you, the ponies of Equestria love you..."

"I don't deserve it..." Celestia said, sobbing.

"Sssh, sssh, it's all right," Luna said. "Tia, please, just rest now... Rest, and let me handle everything..."

Celestia whimpered softly, burying her head in her sister's forelegs, Luna whispering comforting words to her and gently stroking her mane.

Harbinger could only watch, feeling pathetically helpless as Celestia lay sobbing before him, Luna barely able to comfort her. Finally, though, Celestia seemed to calm down. With some convincing, Luna managed to get Celestia to return to her room to sleep.

She shuddered softly, leaning up against Harbinger for comfort. "To see my sister like this..."

"We will defeat Slendermane, my lady," Harbinger said. "We'll end this creature..."

"I hate it..." Luna said softly, but intensely. "I hate that monster for what it is doing to my sister..."

"And it will pay for its crimes," Harbinger said reassuringly. "This I vow."

"Again," said a voice from behind them.

Princess Luna and Harbinger turned, gasping when they saw Brickhouse's corpse standing behind them, flies buzzing around his wounds, both the killing wound Celestia gave him and the post-mortem ones inflicted by Harbinger.

"Again and again," the corpse of Brickhouse said. "This will happen again and again. You cannot stop this. With all your power, you cannot stop this. You cannot stop ME!"

Before either shocked pony could react, Brickhouse's corpse dissolved into a cloud of flies, swarming around them. Both ponies reared up, whinnying in fear as they swatted desperately at the horde of bugs surrounding them. And then, as swiftly as it occurred, the swarm vanished.

Harbinger and Luna both looked around frantically, seeing no sign that the corpse was ever there. A soft buzzing of flies came from the cell where the corpse lay, unmoving.

And on the ground where the illusion of the corpse had been was Slendermane's symbol...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_A private facility in the desert..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

RED Demoman and RED Medic slowly crept around the boulders, hearing Gray Mann having a seemingly one-sided conversation with someone. The two of them, the only ones available at the time, had come there at Miss Pauling's request after she had informed them that Gray Mann was sighted at a piece of property once owned by Redmond Mann.

Curious, and wondering if they would have a chance to kill the robot-maker, the two of them agreed. As an afterthought, RED Demoman had brought his sticky jumper along with his regular stickybomb launcher, RED Medic taking his Quick Fix medigun, which would allow him to fly away with RED Demoman should things go south.

Both the RED Archimedes and BLU Archimedes perched on RED Medic's shoulders, the soul-divided doves watching curiously as the mad physician and the explosives expert looked down into the clearing.

"...A most successful test," Gray Mann was saying, stroking his chin thoughtfully as he stared at a glowing, circular device. "I must say, if I knew magic had this much potential, especially when combined with the appropriate technology, I would have started making use of it a long time ago."

Next to Gray stood one of each type of robot, a Scout, a Soldier, a Pyro, a Demoman, a Heavy, an Engineer, a Medic, a Sniper, and Spy, each robot watching their master quietly.

And slightly behind Gray, standing partially in the shadows of the cave, was Slenderman, the no-faced monstrosity simply watching.

Gray smirked. "Anyway, the despite the Engineerbot getting injured by the Mayor, the Spybot was able to successfully gather data on all nine of the Elements of Harmony bearers. I should be able to begin production on robot versions of them quite soon. And the field test of the Harmony Neutralization Device was a success! Not bad for something I cobbled together in an hour. Although I think I'll call it Disharmony Device from now on. A little less wordy, and more ominous sounding..."

RED Demoman and RED Medic traded confused looks. "Why are zese Elements of Harmony so verdamnt important?" RED Medic asked.

"Somethin' te ask Merasmus aboot when we get back," RED Demoman said. He looked at Slenderman and frowned, pulling out his sticky jumper and setting up eight bombs, just in case they needed to retreat quickly.

Gray, meanwhile, was strutting around the glowing, circular device, his head quirked to one side as if he was listening to Slendermane. "Yes, yes, I'm aware my devices will no longer be able to block the Elements of Harmony once the Element of Hope and the rest of the Dark Elements are awakened. But I'm prepared for that eventuality. Now that we can send my robots over to the reality the BLUs are trapped in, the you in that reality will be able to have their support for any Nightmare creatures that are created."

RED Demoman and RED Medic went wide-eyed. "Zat device..." RED Medic said. "It must be a portal to ze world ze BLUs are trapped in!"

RED Demoman frowned, an idea coming to him. "Send the BLU Archimedes over," he said quickly.

"Vhat?" RED Medic said.

"Send the BLU Archimedes over," RED Demoman repeated. "The BLUs are in a land of bloody magical talking ponies, there's bound te be a pony that understands animals. If we can get a message to the BLUs about the situation here..."

"Zen ve might be able to get them to try and contact us, coordinate ze rescue," RED Medic said. He gently took the BLU Archimedes off of his shoulders and whispered to the dove quickly the plan. The dove seemed to nod, RED Medic gently stroking it.

"Be careful..." he said, gently letting the dove fly. As discreetly as it knew how to, the BLU Archimedes flew towards the portal device, careful to stay out of the line of sight of the robots and Gray. When it got close enough, the dove darted for the portal...

...but as it was millimeters away from the portal, Slenderman's hand shot out, catching BLU Archimedes in its surprisingly long grasp. The dove let out a strangled squawk as Slenderman crushed it, the bird's soul emerging as blood trailed from Slenderman's fingers. The soul flitted up, rejoining with its other half in RED Archimedes, the dove shivering softly and falling unconscious.

"Intruders detected!" the Sniperbot shouted, taking aim at RED Demoman and RED Medic, its fellow robots doing the same, Gray Mann and Slenderman both turning towards them.

"Bloody hell," RED Demoman muttered, shivering fearfully. "Latch onto me, Doc, we're getting the hell out of here."

RED Medic gently put Archimedes in his pocket and activated his Quick Fix, latching onto RED Demoman. The explosives expert prepared to use the explosives to propel himself and RED Medic, attached to him via the medigun's 'leash,' out of harm's way. They stood up, blinking...

...and Slenderman was standing right next to them.

Both REDs screamed, RED Demoman frantically detonating his sticky jumper bombs, carrying them far away from the faceless monster.

Gray Mann chuckled, shaking his head as Slenderman vanished from up on the ledge, reappearing out of the shadows next to him. "The fools..." he said. "They wanted to send something over to deliver a message to the BLUs? I'll be happy to oblige them." He turned to the Heavybot. "Send in Captain Punch," he said.

/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\

"With everything that's been happening," Mayor Mare said, glaring incredulously at the town council officials gathered in her office, "how can you NOT say that Ponyville needs active defense training?!"

The officials glared right back at her. "We have a police force, plus the Elements of Harmony, plus the BLU mercenaries, plus Barricade, and the Doctor going active again. And now Twilight has retaken her throne, there's that robot alicorn, the changelings are on our side now, and Cheerilee has those superpowers now!" said an elderly stallion. "This town is a peaceful one, Mayor Mare. Where families live and grow. We DON'T need to turn it into a military base!"

Various other sounds of agreement came from around the table.

"I'm not proposing we have everypony enlist, I'm proposing that we teach them to defend themselves! Our crisis response up to this point has been 'run around like idiots and pray Twilight and the others save us!'" Mayor Mare said, idly fiddling with her lead pipe.

"We have more than enough defenses," said an older mare, "we don't need to make a fortress out of the town."

"Ponyville has done things a certain way ever since its founding!" grumped the oldest stallion in the room. "I see NO reason to change it now!"

Mayor Mare took a deep, calming breath, slowly tapping her lead pipe on the table.

"I am trying to be reasonable," she said.

_TAP_

"I am aware that Ponyville has some traditions, and that they are important," she said.

_TAP_

"I am also aware that giving into my growing desire to piledrive all of you idiots through the table would get me nowhere in convincing you to see my point of view," Mayor Mare said.

_ TAP_

The town council members stared nervously at the pipe. They remembered the story of how her father beat up every gangpony in his city when she was kidnapped years ago, pounding his way through criminals until he had rescued her. They also remembered how she was more than willing to fight Nightmare Doctor when he attacked. They had also heard the story of how she attacked a killer robot by herself during the last Nightmare attack. If she was becoming more and more like her father...

Finally, one of the younger members of the council found the courage to speak.

"There have been no casualties in any Ponyville crisis since Twilight Sparkle moved here," he said. "I see no reason not to continue relying on her."

_TAP_

"Please stop that," the young council pony said, flinching.

"The table or your head," Mayor Mare said, almost growling. "Which do I tap it on?" 

The town councilponies said nothing. Mayor Mare facehoofed. "We do have a company of heroes here," she admitted. "But heroes fail sometimes. We need to be ready in case they do." With an annoyed sigh, she dismissed the council, the executives filing off as Mayor Mare sat there, tapping the lead pipe against her table, trying to convince herself not to start smashing it against skulls until she got what she wanted.

She set down her lead pipe and sighed, rubbing her temples. "At this rate it'd take a crisis of some kind where ponies actually died to convince them to approve it..."

At which point an explosion came from Everfree Forest, followed soon after by a scream of terror.

"Of course. The INSTANT I say it. I just HAD to FUCKING SAY IT!" Mayor Mare said, grabbing her pipe in her teeth and running out to see what was happening.

She ran outside, spotting Sniper just above the city hall on a cloud, having formed a scope out of it.

"What is it?" Mayor Mare said, Heavy coming up beside her. "What's happening?"

Sniper blinked, and rubbed his eyes, as if he couldn't believe what he was seeing. He looked again, and frowned.

"It... It looks like..." Sniper said, shaking his head.

"What is wrong? What is threat?" Heavy rumbled.

Sniper shook his head again. "Mate, it looks like a giant robot version of you as a human!"

"What!?" Heavy rumbled, visibly confused.

And then the robot's voice echoed over the town. "**TINY CITIZENS OF LOCATION DESIGNATE: PONYVILLE! I AM CAPTAIN PUNCH! I AM ROBOT DESIGNED BY GENIUS CREATOR KNOWN AS GRAY MANN, MODELED AFTER THE TRUE FORM OF THE EARTH PONY YOU KNOW AS HEAVY WEAPONS GUY! I AM HERE FOR ONE PURPOSE: TO DESTROY! SO PREPARE YOURSELVES!**"

The other BLUs, Elements of Harmony, and Barricade had gathered in the square by this time.

"Helluva time for the Doctor and company to be out of town," Scout muttered.

"Fuse. NOW," Twilight said, flaring her wings and taking to the air.

Power began to flow around the six paired up Elements, their bodies becoming engulfed by light...

"**ACTIVATING DISHARMONY DEVICE**," Captain Punch rumbled, sensing the sudden surge of power.

In a sputtering flash, the Elements and the BLUs were thrown apart.

"What just happened?!" Demoman shouted.

Soldier frowned. "It's just like last time... Something's blocking our ability to fuse!"

Barricade snarled. "So much for that advantage..." she said, looking out towards the forest, hearing the massive footsteps of the machine as it slowly approached town. "Prepare to engage," she said. "I want fliers in the air gathering storm clouds. Mages, be ready to hit him with everything. Melee fighters follow me. Let's MOVE!"

"Is there anything I can do?" Mayor Mare asked.

"Coordinate defenses in case it gets past us, especially with Cheerilee," Barricade said. "And be prepared to evacuate..."

"W-What?!" said one of the older town councilponies, having come up to the others. "Evacuate?"

"If we die, that leaves just Cheerilee. She's powerful now, but she has no active combat training. And no offense, Ms. Mayor, but you're long past your physical prime," Barricade said.

"This thing can block the powers of the Elements of Harmony," Twilight said. "We need to be prepared for the worst."

Mayor Mare nodded. "Understood," she said, not taking offense at Barricade's remark on her age.

Barricade nodded and let out a battle cry, the BLUs and the Elements falling in behind her.

And Mayor Mare, as she ran off to find Cheerilee, silently prayed that they would be all right...

The gathering of heroes ran into the Everfree forest towards the sound of trees being forced out of the way by a massive figure. When they got the the source, they stared, disturbed by it.

Captain Punch did indeed look like Heavy in his human form, only much bigger. Its design reflected every aspect of Heavy's normal outfit, including a bandolier of bullets around its chest. Its skin was gunmetal gray, its face unnatural and mechanical. Its head was covered by a spiked metal helmet, and it wore massive metallic gauntlets. Smoke emanated from a pipe on its back, its body shaking unnaturally with each movement.

"Be very careful!" Heavy rumbled. "Tiny giant robot is wearing Fists of Steel!"

"Fists o' what?" Applejack asked, pulling her lasso out from under her hat.

"Fists of Steel," Heavy rumbled. "Is weapon I used in war games. Very heavy metal gauntlets. Hit very hard, but made punches very slow, left me very open for faster melee attacks. I mainly use Fists of Steel for protection. They resist boolets and blasts, and are insulated against heat."

Captain Punch cackled at them. "**TINY LITTLE PONIES. YOU CANNOT BEAT ME! I WILL KILL YOU AND KILL YOU AND KILL YOU**," it boomed, pounding its chest, each thump making a horrible clanging sound.

"Who the heck are you, anyway?" Scout demanded.

"**THIS UNIT IS DESIGNATION: CAPTAIN PUNCH**," the robot intoned. "**I WAS CREATED BY GRAY MANN, LONG LOST BROTHER OF BLUTARCH AND REDMOND MANN. CREATOR KILL BOTH TINY PATHETIC BROTHERS AND TAKE CONTROL OF COMPANY, TRYING TO TAKE BACK CONTROL OF MANN CO. FROM SUBJECT DESIGNATE: SAXTON HALE! AND NOW WE HAVE NEW ALLY!**"

"Wait, the Mann brothers are dead?!" Soldier said, shocked.

"...The third life extender," Engineer said softly, remembering the plans he had looked at long ago.

"**TINY RED MERCENARIES FIGHT IN CONSTANT WAR AGAINST US AS WE DESTROY MANN CO FACILITIES! AND NOW, THANKS TO THE MONSTER, WE CAN...**" Captain Punch said, interrupted by Twilight chucking a fallen tree at its face.

"You have one chance," Twilight intoned in the Royal Canterlot Tone. "Return to your master, and do no more harm to anypony else! If you do not leave now, then we will destroy you." 

Captain Punch chortled. "**LITTLE PRINCESS PONY IS VERY FUNNY!**" It reached behind its back and held out the bomb it was carrying. "**I AM BRINGING MESSAGE FROM GRAY MANN. MESSAGE IS AS FOLLOWS: DIE SCREAMING, STUPID LITTLE PONIES.**"

"Bloody hell!" Demoman said, recognizing the nature of the explosive device the robot was carrying. "That bomb has enough explosive force te wipe Ponyville off the map if it reaches town!"

"If it reaches the town, then we're finished!" Trixie said, alarmed.

"It's not going to," Twilight said, her horn blazing with magic. Captain Punch took a massive swing, sending an entire tree flying at her with a single punch. She teleported out the way, not dropping her stance, as Captain Punch began stomping forward.

Barricade cursed, recognizing the threat its punches posed. "Do NOT engage in melee combat with the robot unless I tell you to! Melee-only fighters coordinate with Engineer in building traps! Pyro, Rarity, Gem, Princess Twilight, concentrate all magical force on this thing you can muster. Applejack, lariat it where I tell you to to try and throw it off balance. Pegasi, weather attacks only!"

"I can fly faster than this loser can punch!" Rainbow Dash insisted.

"That thing would liquify you in one hit!" Barricade snapped. "I'm not risking you!"

Rainbow Dash sputtered angrily for a moment, before Sniper put a hoof on her shoulder. "She's right, Dasher," he said. Rainbow Dash shook her head, still irritated but agreeing to stick to the plan.

"Medic," Barricade continued, "standard procedure. Ubercharge me or Heavy where you can, and keep everypony healed. Zecora, Trixie, focus on blinding Captain Punch and trying to slow him down. Demoman, unload every explosive you have on this thing! Pinkie Pie, be as random as you possibly can and confuse him into submission!"

"Can do!" Pinkie Pie chirped, walking up to Captain Punch and giving him a present.

Everyone just stared at her incredulously.

"What?" Pinkie Pie said, shrugging, as Captain Punch began to open the box, curiosity overcoming its logic circuits. "You said random."

The robot finished opening the box... and a pie promptly splatted it in the face "**VISUAL ACUITY IMPARED**," Captain Punch rumbled, fumbling to clear the pie off.

"True, I did say that..." Barricade said softly. "ATTACK!"

Scout, Spy, Sniper, Derpy, Fluttershy, and Rainbow Dash began grabbing stormclouds, gathering them into one big cloud and kicking lightning bolts out of them. Captain Punch barely even flinched, walking forward even as everyone else began their attack. An aura of intense flame engulfed Pyro as she blasted Captain Punch, the flames turning blue as they grew in intensity. Rarity called up gems from out of the ground, making the crystal laser she used in the last fight and focusing it on Captain Punch's neck. Zecora threw a cloud of brown mist out, vines sprouting out of the ground and wrapping around Captain Punch's feet. Demoman began tossing grenades, running around the robot and keeping it from getting a bead on him. Engineer, with Barricade, Heavy, and Soldier helping, began tearing down trees to try and make a blockade. Gem unloaded on him with her chainguns and sonic blaster, the robot's shaking growing worse. Medic darted from pony to pony, healing them and building up an Ubercharge.

And yet still, despite all that, it moved forward, not stopping despite the efforts of the others.

Twilight stood in front of the makeshift blockade Engineer and the others were building. An aura of power built up around her, a massive blast of pure magic striking Captain Punch in the chest with enough force to make it stagger back. A bellow of rage came from the creature as it held its gauntlets in front of its face, slowly pushing forward despite the raw power Twilight was shooting at it and the constant attacks from the others.

When he was right at her, Captain Punch let out a bellow and reared back with a massive punch, Twilight teleporting out of the way an instant before his massive fists made contact with the wall of trees, shattering it as if it wasn't even there.

Zecora cast another cloud out, this one black and blinding, Trixie casting a dazzler spell, the flashing lights confusing the robot's optics.

"**VISUAL ACUITY IMPARED. INITIATING COMPENSATION PROCEDURE: CONTINUALLY WALK FORWARD AND CRUSH WHATEVER IS IN THIS UNIT'S PATH,**" Captain Punch rumbled, continuing forward despite its head being covered in black mist. The lightning continually rained down from the pegasi, the energy barrages from the others continually slamming into the robot as it stormed forward, punching anything it could out of its way.

"This is MOST distressing!" Rarity said, sweating as she kept focusing her crystal laser on Captain Punch's joints, trying to sever a limb.

"Applejack, Pinkie, Zecora, try stumbling the creature," Barricade ordered.

Applejack dashed around Captain Punch, avoiding the blasts fired by the others, and tossed her lariat around the robot's arm as it raised up for another punch. Soldier and Heavy went to help her, the three of them yanking hard on the rope and pulling.

Captain Punch stumbled backwards slightly, Pinkie whipping out her party cannon and firing a tangle of ribbons at the robot's legs. At the same time, Zecora threw out a crystalline white mist which settled into the ground, turning it into a marshy pool. Twilight leveled a massive blast of energy at the robot, its tangled, stumbled legs unable to keep it upright.

Before it could get up its balance in the marsh and pull the ribbons off its legs, Zecora ran up to it and tossed some seeds into its shoulder joint. The enhanced seeds immediately began to sprout, vines growing through Captain Punch's arm and disabling it, the limb falling limp.

Captain Punch bellowed in fury, lashing out with its good arm. Trixie, meanwhile, began casting a new illusion as the robot pulled itself out of the marsh, clearing the last of the blinding mist Zecora had thrown at it away. It looked forward again, and blinked.

Trixie's illusion spell worked perfectly, making it seem that he had been turned around, facing the direction he came from.

"**ERROR,**" Captain Punch said, holding up its good arm to block the energy barrages being sent its way. "**FORWARD MOVEMENT REVERSED?**" It looked back and forth, considering, and then shook its head "**PROBABILITY OF ILLUSION SPELL: EIGHTY-SIX PERCENT. CONTINUE FORWARD MOVEMENT.**"

"I don't think it's gonna buy any illusions, everypony," Trixie said, grabbing one of the clouds the pegasi were using with her weather magic and joining in the barrage.

It began stomping forward again, punching through another makeshift blockade Engineer set up, jumping over another marsh that Zecora tried to set up.

"I only have so many bombs, lads and lasses," Demoman said, his saddlebags feeling lighter with each toss. Gem's luster was starting to fade, a sign she was running out of power. Rarity and Pyro were also looking tired as well, the overuse of magic taking a toll on them. Pinkie was at a loss, unable to think of anything in her usual arsenal that might be able to stop Captain Punch.

"Bloody hell, we're barely slowing this wanker!" Sniper said, frustrated.

"My kingdom for a sapper," Spy muttered.

"Damn it! What does it take to make this thing fall down!?" Rainbow Dash snarled, kicking a lightning bolt at Captain Punch's metallic ass out of spite.

"We have to do something," Scout said. "He's gettin' awful close to Ponyville, and I still can't feel my Element of Harmony."

Heavy, Soldier, and Applejack just stared in frustration, wishing they could do more. Derpy nervously looked towards the town, where her daughters were, and hoped they would be all right. Twilight hovered in front of Captain Punch, blasting it with stronger and stronger bolts of magic, the robot shaking and rattling with each burst.

"Fall, damn you!" Twilight shouted, her face a mask of frustration. "FALL!"

"Mein kapitan," Medic said, "I have a full Ubercharge."

"All right," she said. "We're gonna have to add more melee to the mix." She frowned as Captain Punch easily blocked the hasty log trap Engineer had set up, Ponyville now within clear view of the path of destruction. "I'll create an opening with the Ubercharge. You three, focus on crippling it. "

Medic cast his healing beam on her, and concentrated, releasing the Ubercharge. Barricade felt a familiar surge of power flow through her as the invincible armor flowed over her body. Medic levitated himself onto her back as Barricade charged, taking to the air and powerdiving into Captain Punch.

The robot saw it coming, however, and launched a massive punch with its remaining arm that hit Barricade full on and sent her flying back into town, Medic rolling off to one side.

"Mommy!" Fluttershy shrieked, zipping off to her mother's side.

"Keep up the lightning!" Rainbow Dash shouted, the fliers keeping up their barrage.

Barricade's Ubercharge flickered out as she picked herself up, patting her chest. Fluttershy flew up to her, hugging her. "Mommy, are you okay?"

Barricade shook her head. "No... If I hadn't been Ubered that punch would have killed me in one hit..." She looked into the forest, seeing Captain Punch getting closer and closer.

Heavy picked up a massive hunk of fallen tree in his forehooves and swung it at Captain Punch's leg. Soldier and Applejack both kicked it with all the force they could muster just as it made impact, the force shattering the robot's leg and sending it crashing to the ground.

And still it kept going, crawling along with its good arm and leg. The three Earth ponies tried to attack again, but a massive swing from Captain Punch kept them at bay, forcing them to retreat.

Gem collapsed, shaking her head, as Engineer ran to her side. "Damn..." the technician said. "She's too low on power..."

Rarity's crystals fell, the unicorn groaning and clutching her horn. "Used too much magic..." she said, sweating profusely. "Have to... rest..."

Pyro collapsed soon after, screaming in frustration as her flames flickered out.

The clouds the pegasi were using ran out of charge, turning white again. They began frantically looking around for more stormclouds, but there were none in sight. Trixie's own stormcloud ran out soon after, the illusionist restoring to desperately firing magic blasts of her own.

Pinkie Pie, her mane flattened as her frustration and sadness at being less than useful in this fight overcame her, ran to help Medic, the healer still dazed from getting tossed aside.

Demoman reached for another bomb, but found himself completely out of ammo. "I'm out!" he called, glaring at the robot in frustration.

Zecora, in frustration, just started grabbing potions out of her saddlebags and throwing them at random, hoping something would work. Vines sprung up to wrap around Captain Punch, marshes formed underneath it, clouds of blinding mist swarmed around it, acid bubbled on its metallic body, but the robot kept crawling forward through everything.

Twilight, desperate to stop the robot, floated into the air, reaching into space with her magic...

Barricade flared her wings as Cheerilee came up to her and Fluttershy. Despite her imposing stance, the Guard Captain was frightened.

Captain Punch had just crossed into town.

"**APPROACHING TARGET DETONATION AREA**," Captain Punch rumbled. "**ARMING EXPLOSIVE DEVICE!**" The device on Captain Punch's back made an ominous siren sound, the robot crawling further into Ponyville's borders.

Cheerilee frowned. "No, I don't think so," she said. Her eyes glowed bright green, a massive tree shooting out of the ground from underneath Captain Punch and lifting it into the air.

"**ERROR! FORWARD MOMENTUM COMPROMISED!**" Captain Punch rumbled, raising a fist to punch the tree, Cheerilee bracing herself for another attack.

At which point the meteorite Twilight summoned from space landed on Captain Punch, tearing it apart and vaporizing the tree Cheerilee summoned.

Fluttershy yelped in surprise, Barricade instinctively pulling her close and moving her massive body in front of her as pieces of Captain Punch rained down.

Twilight sighed in relief, landing nearby as the other BLUs and Elements came up to them, all with looks of relief.

"Good job, everypony," Barricade said. "Especially you two, Cheerilee, Princess." She shook her head. "That was WAY too close."

Engineer gently checked over Gem. "You gonna be okay?" he said.

She nodded, beeping and smiling weakly. Engineer hugged her. "You just soak up some sunshine, darlin.'" He then went to check on Pyro and Rarity. Once he made sure they were okay, he went over to examine Captain Punch. He scanned with his magic, sensing a familiar unpleasant aura in one of the more intact pieces. He ripped it out, and the Elements of Harmony began to glow again, their power returning.

"Australium," Engineer said, pulling open the device to reveal the golden element inside. "Ah shoulda guessed. This garbage defies physics worse than Pinkie at her weirdest."

"Ooh, a metal version of me?" Pinkie Pie asked curiously, her hair poofing out again once she was certain everypony was okay.

Engineer shook his head. "Nowhere near as cute and cuddly," he said, Pinkie giggling at the compliment. Engineer glanced over the device, memorizing the make of it, and nodded. His magic flared, and he crushed the device, the Australium going dull and inert when the electricity from the dying machine surged through it.

"Engie, help me with th'bomb," Demoman said from atop the remains of Captain Punch's back. "I need precision to disarm it and me hooves ain't exactly precise instruments."

"Coming," Engineer said. But as he started towards him, Captain Punch's head began to twitch. With a hiss, it detached from the rest of the body, sprouting spider legs. A pair of tentacles shot out and grabbed the bomb, running rapidly off with it.

"No! NO!" Barricade shouted, her eyes widening in fear. "STOP IT!"

Rainbow Dash flew off after the fast moving head. But as fast as she was, the robot head had gotten too much of a head start. Rainbow Dash felt her life starting to flash before her eyes, all her decisions good and bad replaying in her mind's eye as she desperately tried to catch the robot's head.

The robot head reached the center of town, heading for city hall. But as it got within three feet of its drop point, Mayor Mare stepped out from behind the fountain and shoved her pipe through the head.

Captain Punch let out a sputtering bellow of frustration as it finally fell dead, destroyed completely this time.

Rainbow Dash almost collapsed in relief, the other BLUs and Elements coming up to her, Demoman and Engineer immediately going over to the bomb to disarm it.

Mayor Mare turned towards the devastation that Captain Punch created in its attempt to attack the town, and then to the town council, who had gathered behind her, fearful looks on their faces.

"You're going to approve the creation of a defense league for the town," Mayor Mare said to them, glaring.

The town councilponies nodded, staring helplessly at the bomb as Demoman and Engineer worked to disable it.

"You're going to let the BLUs train Ponyville how to defend itself," Mayor Mare said.

The town councilponies nodded again, defeated.

"And you're going to let them get a defense grid of some sort built up around and in the town as well," Mayor Mare concluded.

"Whatever you say, Mrs. Mayor," the oldest of the council said, sighing wearily.

Mayor Mare snorted, irritated with them.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later that evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rainbow Dash sat on the balcony of her cloud house, staring up at the moon. Sniper landed next to her, sighing.

"How is everypony?" Rainbow Dash asked.

"Tired," Sniper said. "Rarity's pretty much locked herself in her bathroom to bathe, Twilight's busy writing to Princess Luna to update her, Derpy is spending time with her girls, and Demoman's gone over to Berry's for the evening. Trixie's made a late night appointment at the spa. Zecora and Cheerilee are restoring the damaged part of the forest, and Fluttershy and Barricade are having dinner together, talkin' about bringing Flutter's father in to have extra medical support. The rest of me mates are all discussing this new business with the robots and the war with the REDs back home. Applejack's looking at books of lariat tricks, and Pinkie Pie's hard at work trying to figure out how to better use her usual tricks in a fight."

Rainbow Dash shook her head. "She's not the only one who's feeling frustrated. That... That THING... It just kept going no matter what we did to it..." she said softly. "I thought, for a moment, when the head ran off with the bomb..." She shivered softly.

Sniper hugged her. "The bomb was stopped," he said. "That's all that matters. We made mistakes this time, and that's all right. We learn from them. We grow. And we don't make them again."

Rainbow Dash sighed. "I guess so..." she said, chuckling weakly. "I just... I never really thought that I'd be fighting for my life this much..."

Sniper frowned. "Life is a struggle, love," he said. "Sometimes you just have to struggle harder than usual."

Rainbow Dash shook her head. "Did you know that some people are blaming you guys for all the Nightmares?"

Sniper snorted. "Bollocks!"

Rainbow Dash nodded. "Yeah, I know. If it hadn't been for you guys," she said, "Nightmare Grave would have turned Ponyville into Zombieville. Some folks can be so stupid sometimes..."

Sniper shook his head, chuckling. "You just have to learn to recognize the idiots and ignore them whenever they start talking."

The two pegasi smiled warmly at each other, blushing. After a moment, Rainbow Dash hesitantly said, "...Stay with me?" She quickly added, "I mean, it's not like I'm too scared to be alone right now or anything, it's just..."

Sniper stared at her, his eyes impassive beneath his glasses. Rainbow Dash sighed.

"Okay, it's exactly like that. My life flashed before my eyes today, and I wasn't happy with some scenes in that little movie. I just... just need... just for tonight, okay? Like we were before your base got complete enough to live in..." Rainbow Dash said, frowning.

Sniper nodded, smiling warmly. "Sure thing, Dasher," he said.

The two went back inside, chatting amiably as they lay down for the evening. As they prepared to go to sleep, they both found themselves staring at the bed for a long moment. Sniper was the first to recover, coughing and excusing himself over to a nearby couch, Rainbow Dash blushing and giggling nervously.

The two eventually drifted off to sleep. Although as Sniper went under, he could swear he heard Christian Brutal Sniper laughing...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville Orphanage..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scootaloo was sleeping peacefully in a room with several other pegasus foals when somepony began pounding on the door. She barely noticed it at first, mumbling and turning over in her sleep. The pounding became louder, startling her awake.

"Whu... What's going on?" she said, yawning.

The door burst open, the pegasus foals screaming in fright as they saw several pegasi in black, high-collared coats and pants storm into the room, their faces hidden by masks and goggles. The lead cloaked figure glared at Scootaloo, the fury radiating off of her.

"Her," the lead pegasus said in a feminine, familiar voice. "Mainly her. Also him, him, and her," she said, pointing to three other pegasus foals, keeping her goggled eyes on Scootaloo.

"What... Wait, what's happening?" Scootaloo asked as the other pegasi grabbed her and the other foals roughly. They were dumped out of bed and forcibly marched out of the building, the managers of the orphanage trying to pretend they didn't see anything, ignoring the frightened calls of the foals as they were taken.

Four pegasi were attached to the large chariot that waited outside, another cloaked pegasus waiting for them, this one with a slouch hat on over his mask.

"Just four this time?" he said, his voice carrying a heavy accent.

"Four failures scheduled for the Factory," the lead pegasus said, ignoring the gasps of fear from the foals behind them. She and her associates forced the young pegasi onto the chariot, roughly kicking them. The foals, whimpering, all cowered in one corner, away from the masked, coated ponies as the chariot took to the air, heading towards Cloudsdale.

As they flew, silent save for the frightened whimpers of the other foals, Scootaloo gulped nervously, looking up at the leader. "R-Rainbow Dash?" she said.

The lead pegasus turned to her slowly, and snarled, pulling off her mask, revealing Rainbow Dash's face. "Yeah, it's me," she said.

Scootaloo felt herself tearing up. "Rainbow Dash... What's going on? Why are you doing this?"

Rainbow Dash snarled again, fluttering her wings. "You had one job," she said, her eyes filled with fury. "ONE. Pass your flight exam. And with everything I've tried to teach you, tried to instill in you, YOU FAILED." She looked Scootaloo directly in the eye, the filly cowering in her gaze.

"Do you know what that did to me? How bad a betrayal it is? How it makes me LOOK?! Everypony knows that I've been mentoring you! You STUPID! USELESS! CUNT!" she snarled, smacking Scootaloo over and over again with her hoof.

"Easy, Dasher," said the pegasus in the slouch hat as he grabbed her foreleg. Scootaloo, her face bruised and bleeding from the blows, cowered in the corner with the others. "She'll get what's coming to her soon enough."

Rainbow Dash snorted. "You're right... Never hurts to let them KNOW they're a failure though, right?" she said, chuckling cruelly, the other pegasi laughing as well.

They finally came to their destination, a long, rectangular building made out of gray, stormy clouds, clouds of rainbow smoke coming from the smokestacks. The chariot landed near a loading dock, forcing the foals off and into the Factory.

The foals whimpered, screams coming from the factory floor as they were led over a catwalk and down a flight of stairs. They were brought before a massive device, the intake valve stained with sprayed red. A pegasus in a white coat manned the controls, a wicked grin on his face.

"New little ones, yes?" he asked.

Rainbow Dash shoved Scootaloo forward. "Four failures, Dr. Nimbus," she said. "Including one little punk. Think we can make some use of them?"

Dr. Nimbus grabbed Scootaloo's face, roughly fondling her, the young pegasus whimpering as her skin was pulled and tugged. "Hmm, yes," the mad scientist said. "A fine orange she'll make. We were running low on orange." He turned to the masked collectors and said, "Throw them in."

The pegasus foals shrieked and tried to flee, but the masked pegasi roughly held them and shoved them in through the valve. Their screams became even higher pitched, reverting to strangled gurgles as the device activated, blood spraying out of the intake valve as a bright rainbow color emerged from the other end of the sinister machine.

Scootaloo was the last, Rainbow Dash smirking as she brought the whimpering, struggling pegasus over to the intake valve. The older pegasus didn't even notice the desperate kicks Scootaloo rained down on her as she tried to get away. "In you go, rodent," Rainbow Dash snarled, shoving Scootaloo's legs into the intake valve.

Almost immediately, jagged hooks came out of the valve, digging into Scootaloo's hips and pulling her out of Rainbow Dash's grasp. Scootaloo's screaming scaled upward as she was yanked inside. Rainbow Dash watched in cold amusement as the hooks began to tear into her skin, jabbing into her belly, her nose, her eyes...

/\/\/\/\/\/\/\/\/\/\/\

_Reality..._

/\/\/\/\/\/\/\/\/\/\/\

Rainbow Dash and Sniper both awoke with a start, breathing heavily and sweating.

"Dasher..." Sniper said softly.

"I..." Rainbow Dash said, tears building up in her eyes, "I have to find Scootaloo..." She dashed off in a rainbow-colored streak. Sniper sighed and took to the air behind her, following her obvious trail, ending up at the local orphanage. She found Rainbow Dash arguing with the matrons, who were a little shocked at the pegasus's haggard, frightened appearance.

"Please," Rainbow Dash begged, "I just need to see her, I just need to see she's all right!"

"The children are asleep, Ms. Dash," the Earth pony matron said, frowning. "I assure you that Scootaloo is fine and you can talk to her in the morning."

"Please..." Rainbow Dash said. "I can't take not knowing. I have to see her, I have to know she's okay..."

The three matrons traded worried looks. They knew Rainbow Dash as a brave, confident pony that took no crap from anypony. To see her reduced to this...

"All right. But just be as quiet as possible, okay?" the pegasus matron said, leading Rainbow Dash back to where Scootaloo's room was. She was in a room with two other fillies, Scootaloo on top of a bunk bed.

Rainbow Dash felt a palpable sense of relief wash over her as she saw Scootaloo snoring peacefully in bed. She landed next to her, the bed surprisingly spacious enough for the two of them. She gently stroked Scootaloo's mane, startling her awake.

"Rainbow Dash?" Scootaloo said softly, surprised to see tears in her idol's eyes.

"It's okay, Scootaloo," Rainbow Dash said, her voice choking as she scooped up the young filly and hugged her tightly. "It's gonna be okay. I won't let anypony hurt you, I swear..."

Scootaloo, not exactly protesting the hug, was confused. "Rainbow Dash, what's wrong?"

Rainbow Dash tried to speak again, but all that came out was a strangled sob. Scootaloo frowned and nuzzled into her mentor's chest, trying to comfort the sobbing older pegasus.

The matrons watched from the doorway, confused.

"I remember her from the last time the Wonderbolts Academy squads performed. She was amazing!" the unicorn matron said. "What could have reduced her to this?"

Sniper came up behind them all, his face stoic, but his body shaking like a leaf. "Bad dream..." he said softly.

The matrons traded confused looks. "What dream could possibly be that bad to do that to her?" the Earth pony matron asked.

Sniper shook his head. "We both had the same dream... Violent, bloody thing it was... We were all dressed in black, and stormed in hear to grab Scootaloo and three others for failing some... some vague 'test.' We brought them to Cloudsdale, took them to this... this factory..."

The pegasus matron's wings suddenly flared out in fright. "The Rainbow Factory!?" she almost shouted.

Sniper nodded. "You know it?" he asked, the other matrons looking at her.

The pegasus matron shook her head, visibly spooked. "The Rainbow Factory... it's an old filly's tale! Something mothers tell their kids to scare them into behaving! To actually live it... and as a Collector no less..." She shook her head, looking inside. "No wonder she's like this..."

The unicorn matron frowned. "Isn't it Princess Luna's job to catch nightmares?"

Sniper shook his head. "This is different than a normal bad dream, sheila," he said, scowling. "This is a direct attack. And now there's only three more left..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Another dreamscape..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Princess Luna, to her shock, found herself trapped in a dream, unable to escape it. She found herself on the moon again, shivering as flashbacks of cold, desolate isolation overtook her.

"All right..." Luna said. "You know this is just a dream... All this mess with Tia is probably bring up bad memories."

"Oh, it's so much more than that," chuckled a sultry voice. Luna felt a chill of fear go down her spine. She whirled, and found herself looking into the eyes of Nightmare Moon.

"So it's true then," Luna said, remembering what Twilight had told Harbinger, who had in turn confessed the truth to her in a moment of guilt. "You do still exist..."

The Nightmare grinned wickedly. "Hello 'mother,'" she said mockingly. "Is Auntie having some problems? I assume you haven't told her about my return, all things considered."

"Get ye hence, Nightmare Moon," Luna said, glaring imperiously, trying to hide the fact that she was terrified. "Thou are not welcome here!"

Nightmare Moon cackled. "Foolish child," she said. "You have no idea what's really going on, do you?"

Luna's eyes began to glow as her magic flared around her horn. "I know that you are a darkness born of the Smooze. The same as any other of the Slendermane's creations."

Nightmare Moon scoffed. "Please. Those pseudo-Nightmares are an insult to me," she said. "And I am no servant of Slendermane. I've already said 'no' to that faceless wretch when he came to me about an alliance after the mess in the Diamond Dog caves."

Luna's eyes widened in shock, the glow fading from them. "...You and Slendermane are enemies?" she asked. "Then why did you turn Sniper into a Nightmare?"

"An amusing experiment, nothing more," Nightmare Moon said, smirking. Luna shivered under her gaze, the larger mare's presence washing over her like a freezing rain. Nightmare Moon chuckled, and said, "I grow stronger, 'mother.' Now that I am separate from you, I can grow strong on my own. And now I'm strong enough that I don't need to work around the guardians the Rainbow of Darkness summoned to protect the Elements. Now I can attack them directly. Six gates down, 'mother!' Only Love, Hope, and Honesty left to break!"

"You leave them alone!" Luna demanded. "Why are you doing this? What is the point of giving the Elements of Harmony these horrid nightmares? If you're really counting yourself as one of Slendermane's enemies, then why not help us?"

Nightmare Moon cackled. "That's the thing, dear 'mother,'" she said wickedly, fading into the shadows of a nearby mountain. "I _am _helping..."

Nightmare Moon vanished, and Luna felt control of the dream world return to her. The Moon Princess shivered, swiftly changing the location to the palace, not wanting to spend another moment on the moon's surface.

And all the while, Nightmare Moon's words left her thinking...

_**TO BE CONTINUED...**_


	24. Pony versus Machine Part 1: Blink

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 23: Pony versus Machine**_

_**Part 1: Blink**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts three days after the events of Chapter 22. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_BLU Base..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Engineer and Pyro lay on one of the upper balconies, looking out over Ponyville. "Well, I'm ready," Pyro said. "When do we begin the defense training?"

Engineer sighed, removing his goggles and rubbing his forehead "The Running of the Leaves is in a couple days. The Princesses have approved our requisitions and the supplies should be here the day after. They've got to be gathered first and shipped through Everfree t'get here, that's why it's taking so long. We'll be able to set up the training programs and the new defenses soon," he said. "Provided there's not another robot attack..."

Pyro shivered. "We came so close... If the Mayor hadn't been there..."

"We cain't think about that, Pyro," Engineer said, nuzzling her. "We just... have to be ready..." A thought occurred to him. "Pyro, is there any way that you can 'show me' Balloonicorn? Ah need to ask him something..."

Pyro stared at him and giggled. "You want to talk to one of the voices in my head?"

"Ah'm being serious," Engineer said. "Ah know you've been hanging out with Trixie in between the battles and have been learning illusion spells from her. Plus, ah've got a theory about Balloonicorn that may mean he'd be able to help us."

Pyro shrugged. "If you say so," she said. She trusted Engineer's judgment implicitly. "I haven't QUITE gotten the hang of this spell yet, though..."

"Ah just need Balloonicorn, not all of Pyroland," Engineer said.

Pyro nodded, concentrating. Her horn lit up, blue magical flame dancing around it as she focused on the spell. Wisps of smoke emerged from her horn, glowing brightly as they wrapped around something drifting in midair. Soon, a baby-blue colored balloon in the shape of a unicorn appeared, floating in midair.

"Wow... Hey Pyro, what was that?" Balloonicorn asked.

Pyro turned to Engineer, idly adjusting the bow in her mane, and gave him an expectant look. Engineer smiled, nodding. She giggled. "Yay, it worked!"

"What worked?" Balloonicorn asked.

"The spell to let me see you without any help Pyrovision goggles," Engineer said, tipping his hardhat to the floating balloon.

Balloonicorn blinked. "Wow..." he said softly. "Pyro, you're getting great at magic!"

Pyro beamed. "I owe it all to the Great and Powerful Trixie!" she said.

Engineer rolled his eyes. "Anyway... Balloonicorn, ah need to ask you something. Have you noticed any magical changes within yourself since you've come here?"

Balloonicorn hesitated. "...Yes," he said after a long moment. "Normally, I'm only aware of what Pyro is aware of, and what's in her general vicinity. For... well, obvious reasons. But lately I've been able to explore on my own more, learn things separate from what she knows."

Pyro gasped, grinning excitedly. "Mister Balloonicorn... you're really becoming real!?" When the balloon unicorn nodded, Pyro let out a delighted squeal. "That's so awesome!"

"I'm not fully real yet," Balloonicorn said. "I can explore a little ways around you and see things that you don't."

Engineer looked thoughtful. "What's your 'range,' thereabouts?"

"Twenty feet around her in any direction," Balloonicorn said. "I just confirmed that this morning. I've been thinking I could start helping out more, warning Pyro of things that are close to her..."

"You're a true friend, Mister Balloonicorn!" Pyro said, making the balloon blush.

Engineer nodded. "If you are becoming more of y'own person, we might be able t'use you even more, to contact the RED Pyro's Balloonicorn back home. If nothing else, we could get an update on those dang robots and the Mann brothers..."

Balloonicorn hesitated, and sighed. "No need for that," he said, shifting from baby blue to pink. "I'm connected to both Pyros."

"WHAT?!" Engineer and Pyro said, shocked.

Balloonicorn nodded. "Yes. Which is why I haven't been there sometimes, as I have to be there for RED Pyro too. But please don't try and make me explain. Because of the nature of Pyroland and everyone in it, I can't do anything to hurt her. And revealing the truth would hurt her."

Pyro looked visibly shaken. Engineer looked at both Balloonicorn and Pyro, concerned.

"Darlin,'" he asked Pyro, "What's wrong?"

Balloonicorn frowned, shifting back to baby blue. "Tell him. He deserves to know."

Pyro shook her head. "I can't, I..." she said, visibly frightened.

"If he's like you believe him to be, then it won't matter. TELL HIM," Balloonicorn insisted.

Engineer gently turned Pyro's face towards her and kissed her. "Pyro... You know that I'll always love you, always be there for you, no matter what..."

Pyro, tears in her eyes, gulped hard. "I... I'm a split personality, like Christian Brutal Sniper," she said. Engineer looked surprised, but not revolted. Pyro shuddered, and continued. "My real self is Mariko Tsukiyomi. Her mother was... a monster. A failed geisha and a whore who took out her problems on Mariko, or made her do work when she couldn't get any. Her favorite method of torture was burning her with cigarettes and sometimes setting her hair on fire. And then one day, on her seventh birthday... Mariko just snapped, and I was born. Me, the confident, dangerous madwoman. I created Pyroland for her, starting with Mister Balloonicorn, a place where everything was happy and wonderful. And she's let me have control of our body ever since. I killed our mother, which gave me most of my burn scars, and have been burning ever since." She tapped her forehead. "Mariko's still there, inside me. She's unaware of what I'm doing and doesn't want to know. Pyroland is her happy place, my way of protecting her, and she doesn't want to leave it, doesn't want to face the world again. I... I never told anyone about who I really was at first because I thought their guessing was funny... and then I fell in love with you, and didn't want to tell you because... because I was afraid you wouldn't love Mariko like you did me..." She nuzzled Engineer, tears in her eyes.

Engineer closed his eyes, and smiled. He kissed her again, and said, "Pyro... You've been an angel to me ever since we've met. And as for Mariko... she's as much a part of you as you are of her. The good in you would be a part of her as well."

"Engie..." Pyro said softly.

"Don't you worry none, darlin,'" Engineer said, smiling. "Mah heart belongs to you, no matter what."

Pyro nuzzled him, Balloonicorn sighing in relief.

"Okay... That being said, I can give you something," he said. "I can't reveal everything, but I can tell you this: since shortly after you lot disappeared, Gray Mann, the long lost brother of the Blutarch and Redmond, came back. He killed his brothers, luring them to a private location, and took over the businesses that the Administrator and Saxton Hale hadn't tricked them into giving up. Gray's robots, which are powered by cash, amazingly enough, have been attacking every Mann Co. facility on the planet in an attempt to gain control of Australium caches Hale knows about, the REDS fighting them whenever they can get to a facility first."

Engineer blinked. "Wait, powered by cash? How does that even work?"

"RED Engineer said the same thing," Ballonicorn said, chuckling. "And..." The balloon sighed, and continued. "Gray's working with Slenderman now."

Pyro blinked. "SlenderMAN!?"

Engineer went wide-eyed. "There's one of them in our world?!"

Balloonicorn shook his head. "I... I guess so... RED Demoman and RED Medic reported sighting him on the day Captain Punch attacked Ponyville. I can't see him directly because something about this Slender thing rots away Pyroland..."

"Marvelous..." Engineer muttered, facehoofing. He looked up, and saw the spell that made Balloonicorn visible was wearing off. "You're fading..."

Balloonicorn looked himself over. "I am?"

Engineer nodded. "Will you help us when you can?" he asked.

Balloonicorn nodded. "I will. I'll relay information through the Pyros," he said. "Please, take care of her..."

"Ah will," Engineer promised, Pyro nuzzling him. Balloonicorn faded from view, the balloon floating off to another part of Pyro's damaged psyche.

Truth be told, Balloonicorn was terrified. He was becoming more self-aware every day, realizing more and more that he was becoming separate from Pyroland. And he had no idea what to do, or what it all even meant. He could only pray. After all, what could a balloon do to stop something like Slendermane?

As Engineer and Pyro cuddled together, watching over the clouds, somepony coughed from behind them.

"Aheh..." Trixie said, grinning nervously. "I... ah... Trixie doesn't know how much of that she was supposed to hear..."

Engineer sighed. "How long have you been there?"

"Since the balloon thing appeared," Trixie said, pawing the floor. "Big Mac had to go to out of town to secure some business for the farm, and I was bored, so before I went to my daily errands, I decided to go see what Pyro was doing and..." She shrugged.

Pyro smiled. "It's okay," she said. "I like you, so I know I can trust you to keep a secret," she said, motioning for Trixie to join them.

Trixie nodded, laying a little ways away from them. "It's not like I wouldn't have found out anyway. We're all obviously going to merge at some point, and I'll end up sharing memories with you..."

Pyro grimaced. "I really hope it's my memories you share and not Mariko's... Sometimes, when mommy couldn't get work, she'd sell Mariko out instead..."

Trixie and Engineer gave Pyro a horrified look.

Pyro shrugged. "She paid for it in the end," she said. "Mommies shouldn't hit their little girls." A cruel grin crossed her face. "Bad mommy..."

Trixie coughed. "ANYWAY," she said, "In what Trixie hopes is not too desperate an attempt to change the subject, Trixie did have a purpose in coming here to try and pester Pyro."

Pyro giggled, feeling a little better. "You can't pester someone who's always glad to see you," Pyro said, leaning over and nuzzling Trixie.

Trixie blushed a little. "Ah... yes," she said, coughing. "Trixie saw something on the way here that made her want to tell you something, Engineer. When Trixie saw you and Pyro together, she decided to kill two birds with one spell."

Engineer frowned. "What did y'want to tell me?"

Trixie smirked. "It seems that Gem Sentry has joined the Cutie Mark Crusaders."

Pyro tried and failed to stifle a giggle as Engineer groaned, his head drooping to the floor. He grabbed his goggles and slipped them on again. "Where are they?" 

"Oh they're..." Trixie said, being deliberately coy, "'hanging around' downtown. Near Sugarcube Corner, I believe."

Engineer gave her a confused look. Trixie just snickered. "Some things are best shown, Engineer," she said.

/\/\/\/\/\/\/\/\/\/\/\/\

_Downtown..._

_Later..._

/\/\/\/\/\/\/\/\/\/\/\/\

Trixie did indeed show them, leaving for her own errands shortly after dropping them off.

"..." Engineer said, he, Spy, Scout, Applejack, Rarity, and Rainbow Dash staring at the tableau before them. "...What," he managed after a moment.

Pyro was laying with her hooves over her muzzle, failing miserably in her attempts to stifle her hysterics.

"...To be fair, this isn't as bad as it looks," Scootaloo said, dangling from a high branch, sticky tree sap holding her in place.

"Yeah, we've been covered by tree sap much worse before!" Sweetie Belle said, pinned belly-down and sideways to the tree by sticky tree sap.

Apple Bloom nodded, hanging from Gem's dangling hoof by the sticky tree sap holding her there.

"...Before?" Scout said, unable to keep himself from snickers.

"This happens a little more often than y'might think..." Applejack admitted, a tired expression on her face.

Gem, who was stuck upside-down to the tree by the sticky tree sap, tooted her toy trumpet happily.

Pyro giggled. "I think it's really cute that she kept the toy horn Pinkie gave her," she said.

Gem tooted the horn in agreement.

"...Do you three have a condition where you just FORGET ze good advice your elders give you ten minutes after you get it?" Spy said, one eye twitching, his wings flick-flicking in irritation.

"Sometimes I wonder..." Sweetie Belle admitted.

"Honestly, this coulda gone worse," Rainbow Dash said after looking over the three Crusaders and their ersatz new recruit.

"Indeed," Rarity said, rubbing her temples. "Remember the last time?"

"I don't want to," Scootaloo muttered. "I got tree sap in places I don't think I'm supposed to be thinking about yet..."

"Ah..." Scout said, "Before we go into too much information territory, explain how this particular mess happened."

The three Crusaders looked at each other as best they were able, cringing. Gem just let out a beeping giggle.

"Someone had fun, at least," Pyro said.

Apple Bloom decided to start. "Well... We were workin' on what's been suggested our real talents were... ah'm makin' real progress on that apple-buckin' machine Engineer suggested, and Sweetie and Scoots were plannin' on doin' an act in a talent show Diamond Tiara's organizing t'thank Cheerilee for helpin' to... well, y'know."

The older ponies smiled, relaxing a little.

Sweetie Belle took up the story next. "And we saw Gem Sentry wandering around, and Apple Bloom remembered Engie, Gem, and Pyro talkin' about how Celestia and Luna agreed that she was real enough that she might even earn her own Cutie Mark!"

Engineer chuckled softly. The Princesses, after sensing Twilight becoming an alicorn again, had come to see her after the battle with Nightmare Gardener and Nightmare Brutality. They were surprised to see Gem, to say the least. To the robot's dismay, they said they couldn't crown her a princess, but they had confirmed that, because of the magic inherent in her creation, she was real enough of a pony that she could potentially develop her own Cutie Mark.

It had been an amusing encounter. Even if Celestia did seem out of sorts for most it... And there was that horrid cough Celestia had...

Sweetie Belle continued. "Well, we thought, 'we might be working on our own talents, but that don't mean we can't help another pony with their own talent!'"

"Doesn't mean, Sweetie dear," Rarity corrected gently. "'That doesn't mean we can't.'"

Sweetie Belle nodded. "Right, sorry."

"And lemme guess," Rainbow Dash said, chuckling and shaking her head. "You decided to try some of your old stunts to see if any of them took."

Scootaloo grinned weakly. "Pretty much," she said. "It became a blur after some point. Spaghetti noodles may or may not have been involved, and... well, here we are."

Pyro, Rainbow Dash, and Scout began laughing. Applejack and Rarity traded long-suffering looks, while Spy and Engineer both facehoofed.

"Does Gem have her Cutie Mark?" Apple Bloom said. "None of us are stuck at an angle where we can tell..."

Spy checked. "No, she doesn't," he said, somewhat grumpily.

"Shoot..." Scootaloo said. "I coulda sworn that we did SOMETHING that took..."

"That may have been a laser," Sweetie Belle said, squirming to try and get out of the sap holding her to the tree. "If I'm remembering correctly, we tried target practice at one point..."

Gem spoke, making cheerful-sounding electronic warbles. Rarity, Engineer, and Pyro smiled.

"What'd she say?" Sweetie Belle asked. "None of us can understand her."

Pyro grinned. "She said she really doesn't care that she didn't get her mark right away. She just had too much fun doing everything," she said. Gem tooted the toy horn happily.

The three fillies grinned. "Well, if nothin' else, we entertained a new friend," Apple Bloom said.

"That's gotta count for something, right?" Scootaloo asked, grinning weakly up at the snickering Rainbow Dash.

"Sure enough, sugarcubes," Applejack said, sighing and smirking. "Now c'mon, y'all. Let's get these here critters down before the sap hardens..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Everfree Forest..._

_Twilight Castle..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Princess Twilight Sparkle sat on her throne, a pair of stoic unicorn guards standing nearby, Spike sitting at the foot of the throne. Standing below the steps leading to the throne were two mares. One wrapped in a full body costume that seemed to draw the shadows in around it, a wide-brimmed hat and cloak obscuring her wings and horn, the other in a sleek blue bodysuit the color of the sky, a fiery, windblown red mane atop her head.

Twilight smiled warmly. "Mare-Do-Well, Spitfire, I appreciate your willingness to help. But you have your own cities to protect. Mare-Do-Well, you've done marvelously in helping the police clean up Manehattan," she said.

Mare-Do-Well nodded slowly, her mask not betraying any emotions. But the mare behind the mask was smiling widely. It felt so very good to help ponies, to save lives. Every time she saved someone from being killed, a little part of the guilt-ridden nightmares haunting her were eliminated. And that strange, dark alicorn she kept encountering in her dreams was also a comforting presence as well...

Twilight turned to Spitfire. "And your Wonderbolts have all of Cloudsdale to keep watch over," she said.

"For what little good we actually do," Spitfire muttered, frowning bitterly.

Twilight shook her head. "You do more good than you think you do, Spitfire," she said. "Don't let a comparatively small handful of failures take away from the things you have accomplished. Plus, your heroics inspire other ponies to excellence as well. Rainbow Dash, for instance, idolizes you and credits a lot of her own heroics to the inspiration you've given her."

Spitfire chuckled weakly. "Well... she has mentioned that a few times... I've never been really sure what to think of that..."

Twilight nodded. "I wouldn't lie about this," she said. "Never forget that you do help people, Wonderbolt. Never stop believing in yourself and the good you do."

Spitfire managed to smile. "I... thank you," she said, sighing. Flashes of memory came to her, small bits of good she had done. "I'd almost forgotten that."

Twilight nodded. "Is there anything else?" she asked politely.

"My lady," Mare-Do-Well said, "there is nothing of importance from me. All I really wanted from this meeting was a chance to offer my assistance in the recent attacks. I wish to repay Applejack, Apple Bloom, and the rest of you for your part in my redemption."

Twilight smiled. "Just continue doing good, Mare-Do-Well," she said, keeping to Mitta's costumed identity. She may think superhero comics were silly, but she would respect a hero's need for their mask.

Spitfire nodded. "I pretty much wanted the same thing," she said. "A lot of good has come out of this town, and we don't want to see it wiped off the map."

"We are taking measures to improve Ponyville's defenses," Twilight said, "as Ponyville seems to be a primary target due to the presence of the Elements of Harmony. Should the situation prove excessively dire, I will call for you, but for now I'd prefer that you stay to defend your own homes."

Both Spitfire and Mare-Do-Well bowed to her. "As you wish, your majesty," they said, turning to leave.

"Mare-Do-Well, wait a moment," Twilight said. The dark superheroine paused, turning towards her curiously. "Did... did you experience any recent surges in power? I know part of your strength comes from me..." Twilight asked.

Mare-Do-Well shook her head. "No, my lady. Whatever power I got from you, it is based on your form as a unicorn," she said.

Twilight nodded, sighing. "Okay, I just wanted to make sure," she said. "Thank you both once more."

Mare-Do-Well bowed, she and Spitfire filing out.

"Been a while since I've seen you, Mitta," Spitfire said once they were out of the castle.

"Mystery resolved," Mare-Do-Well said, her costume vanishing in a flash as she changed back to Mitta. "I've been busy. As have you, apparently. So much has changed. Values are different..."

"How so?" she said. "I mean, I know about the whole 'ancient zompony recently restored to life' thing 'cause we've been keeping in contact, but how different were things back then?"

Mitta chuckled, blushing. "For one thing, ponies are far more prone to displays of public affection," she said. "Such things were frowned on back in my time. Gray Hoof tried to make things more relaxed, but I think that was because he was trying to get us to forget about what was really going on..."

Spitfire frowned when she saw Mitta's face fall. She decided to press on in the hopes that she could get to a better topic. "Anything else different?" she asked.

Mitta hesitated, and said, "The number of ponies in same-gender relationships. At least in Sunnytown, there was a dogma against them, but to see so many being so casual..." She shook her head, blushing. "And to see such beautiful mares being affectionate with each other..."

Spitfire quirked an eyebrow, a slow smirk coming to her face. "You been thinking about love?" she asked.

Mitta shook her head. "No, I... I'm still adjusting to this time period. The heroics as Mare-Do-Well help, but I'm still getting used to the new customs," she said, blushing. "Although I admit the... openness... is somewhat exhilarating."

Spitfire shrugged. "Maybe you just need someone to help you adjust," she said, smirking.

Mitta frowned. "I wouldn't know who to ask," she said softly. "I'm making friends, but I still barely know anypony..."

Spitfire grinned. "Maybe someone should ask you, then," she said.

Mitta laughed weakly. "Right," she said. "Who'd ask out a weird little Earth pony with a shield on her butt?" She gestured to her Cutie Mark, shaking her head.

"Maybe me," Spitfire said. "Always wondered what the Manehattan night life was like. You doing anything this weekend?"

Mitta blushed, visibly shocked. But she was smiling.

Twilight, who had enhanced her hearing to listen in, just smiled, dispelling the enhancement as she stepped down off of her throne.

"My lady?" asked one of the guards.

Twilight shook her head. "Sorry, sorry. Just listening in to those two to make sure they were all right. It's been a while since I've seen them."

The guard nodded. "There are no others who wish to hold court with you today, Princess," he said.

"Thank you, Power Words," Twilight said to the unicorn. She smiled at him and his partner, a mare named Swift Saber. "And... thank you both for being willing to come back."

Swift Saber just smiled. "Thank YOU for being willing to come back," she said. "We missed you, my lady."

Twilight blushed. "Thank you..." she said softly. "Are the others coming as well?"

Power Words nodded. "So far it's just us, but the rest are coming. They just have to be moved out of their current assignments," he said. "It's a bit more work than it would be, since the unicorn guard has been without a proper captain for quite some time."

Spike hopped up on Twilight's back. "Geez. It's really been that hard to replace Shining Armor?" he said.

"Captain Shining Armor was a gem," Power Words said. "No surprise that he's the Prince of the Crystal Empire, if you can excuse the pun."

"Better than I probably could have come up with," Twilight said, giggling.

"That's for sure," Spike added, looking innocent when the two guards cast him an irritated look.

Twilight ignored it. "Anyway, you must have had SOMEONE leading you," she said.

"Barricade and Harbinger share duties nowadays. Blueblood volunteered at one point," Swift Saber said, looking moderately ill at the memory. "And... to be fair, we gave him a chance."

"After a week, the unicorn guard as a whole threatened to stage a coup if he wasn't reassigned immediately," Power Words said.

"Yeah, that's pretty much how I expected it to go," Spike muttered, Twilight giggling. Spike shook his head. "Seriously though, why doesn't somepony just stick him in an army unit as a private somewhere and tell the commanders they can get away with doing whatever they want to him? Maybe let someone like Soldier have him, or..." Spike continued, trailing off.

Spike and Twilight both froze, evil grins coming to their faces. Swift Saber and Power Words traded amused looks, getting the idea moments later.

"Spike?" Twilight asked.

"On it," he said, hopping down from Twilight's back and running off to find some parchment. "I'll meet you back in town."

Twilight giggled wickedly, and coughed, quickly composing herself. "Anyway," she said. "Let's get back into town. You should meet up with the BLUs."

"I'm surprised they haven't presented themselves in Canterlot yet," Power Words said. "They seem like decent enough ponies."

Twilight chuckled, shaking her head. "Some things just need to be seen," she said. "I'm sure meeting them will go fine, though."

Swift Saber couldn't help it. She had to say it. "Princess, correct me if I'm wrong, but didn't the last time you declare something would be 'fine' immediately get followed up by Lady Rarity trying to make fashionable storm cloud patterns?"

Twilight grumbled, conceding the point, making the two guards chuckle.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Captain Jack Harkness, generally called Orion by the populace, was bored.

Bored bored bored.

So bored that he was fairly certain at this point he could be chopped up into another wooden bench like the one he was laying on right now.

Not that he minded bored at times. Bored meant nothing was trying to kill him. Bored as an excuse to go flirt with some cute guy. Or girl.

Or both, if he was lucky.

But there was nopony else around, just the captain and his own thoughts. He lay on the park bench, sighing, debating taking a nap. It really was a lovely area.

Pretty flowers.

Relaxing breezes.

Lots of shade.

And even a lovely statue to add ambiance.

Orion blinked. "Wait, statue?"

He looked over at the statue in confusion. Since when did the park have a statue?

He blinked.

And the statue was gone.

Orion paled. _Oh fuck me and not in the fun way, _he thought, terror overtaking him. He flew off at top speed to find the Doctor.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_2Fort..._

_RED Quarters..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Merasmus gently stroked Archimedes, RED Medic fidgeting nervously as an eldritch blue energy was drawn out of the bird. After a few minutes, Merasmus handed Archimedes back to RED Medic, sighing, and opened the Bombinomicon.

"Vhy did you want to study Archimedes?" RED Medic said, stroking the nervously shaking dove.

Merasmus thumbed through the pages of the Bombinomicon, hmming softly.

RED Soldier snarled. "Answer the man," he snapped, he and the other mercenaries glaring at the wizard.

"BLU Archimedes, before his death and his soul's subsequent merging with his RED counterpart," Merasmus said, "he was just starting to touch the portal, a bit of the eldritch energies used in the portal infusing themselves to the bird's being. I'm cursing myself for not noticing it sooner, as I can only transport one of you to Equestria, and only for four days."

The REDs suddenly traded shocked looks. "You... You can send us there?" RED Scout said, grinning excitedly.

"Only one of you, and only for four days, after which you will be pulled back automatically," Merasmus said, sighing. "And... you're about to become very mad at me once again."

"Just say it, ye git," RED Demoman said, glaring at him.

Merasmus sighed. "Whomever I send cannot try to claim the other half of their soul. Something is binding the BLUs there, so if you do claim the other half of your soul, it will be left behind once you are pulled back."

RED Sniper swore. "Then what's the bloody point of going over there?" he snapped. RED Pyro twitched, as if listening to something.

Merasmus frowned. "Intelligence gathering. Letting the BLUs know what sort of threats we're facing here, and finding out what sort of threats they are facing there. If we can coordinate our efforts somehow, we may be able to put a stop to at least Gray, if not Slenderman. If nothing else, Gray working with Slenderman has given us a temporary reprieve. One that we can use to form strategies against them."

RED Heavy grumbled. "Stinky wizard said is bad to fight Slenderman," he rumbled.

"Maybe not fight, but at least drive off," Merasmus said. "And please stop calling me stinky."

"You do kinda smell, amigo," the Bombinomicon quipped.

"You keep out of this," Merasmus said, smacking the book.

RED Pyro hesitated, and said, "Mister Balloonicorn can update us. He's in contact with BLU Pyro, right?" She looked to the air beside her, as if for conformation, and nodded.

"Balloonicorn has stated that he is limited in what he can actually tell us through you. But he will make for an effective means of communication once we have something established," the wizard said. He studied a few more pages, and nodded.

"All right," Merasmus said. "I have the spell I need to send you there."

RED Demoman frowned. "From THAT book of magical spells?"

Merasmus sighed. "Look, do you idiots actually want an idea of what's going on or not?"

There was some annoyed grumbling, but they couldn't think of anything better. This was way out of their league...

Bombinomicon snorted. "All right, the idiots agreed to it," the book said. "Who we gonna send over?"

"I will go," RED Spy said, surprising everyone by stepping forward. RED Spy puffed his cigarette. "Why look so surprised? I am ze infiltrator, ze intelligence gatherer. I am ze most logical choice."

"Yeah, but we don't want you flirtin' with every pretty mare there instead of doin' your job," RED Scout teased, getting chuckles from the others save for RED Pyro, who had a spooked look on her face, and RED Engineer, who was giving RED Pyro a concerned look.

RED Spy scowled. "Oh for heaven's sake, Scout," he said. "I'm human, not a pony."

"No, but ye are known for horsin' around," RED Demoman said, cackling and trading high fives with a grinning RED Soldier.

RED Spy facepalmed. "It will be good to go if only to escape you idiots for a few days," he muttered.

Merasmus rubbed his temples. "How they haven't murdered each other in their sleep is beyond me," he said under his breath.

Bombinomicon snickered. "They's compadres, that's why. Of course, nobody likes you so you wouldn't know anything about friendship," the book teased, ignoring the glare Merasmus gave it.

RED Spy snorted, putting out his cigarette. "Shall we begin, zen? Or do you need us to change locations?"

Merasmus glared at the Bombinomicon a moment more and nodded. "The place where the BLUs were taken still holds a dimensional weakness to it. I will try to place you close to where the BLUs are," he said.

RED Spy nodded, taking a long puff of his cigarette. He let Merasmus lead him into the BLU base, and he chuckled softly.

"What is it?" Merasmus said without turning around.

"Nothing," RED Spy said. "It's been a while since I've just brazenly walked into ze BLU base like zis." He looked around as they went downstairs, the two of them feeling the eyes of the other REDs on them as they descended down to the hallway outside the intelligence room.

Merasmus paused at the spot where the BLU's vanished. RED Spy walked past him, into the intelligence room.

"Where are you going?" Merasmus asked.

"I wish to check something..." RED Spy said, walking into the intelligence room, where a briefcase lay unattended, collecting dust. He went over to it and picked it up.

"I've turned the automatic responses off," the Administrator said over the intercom.

"Hnh," RED Spy said. "Looks like Scout and I win ze bet. I was wondering where you had gotten off to. You've been suspiciously quiet lately."

"Oh believe me, Frenchman, if I had something to say to you fools, you'd be hearing it. I control the volume on these speakers," the Administrator teased.

"Where have you been, anyway?" RED Spy asked, glaring at the ceiling. "You usually insult us at least twice a day. Ever since Gray paused in the attacks..."

"I have been busy with other matters," the Administrator said. "None of which are your concern, infiltrator."

RED Spy snorted, and went out to Merasmus, who was setting up a circle of glowing spheres on the ground around the scar on the floor where the BLUs vanished.

He shivered, remembering how it happened...

/\/\/\/\/\/\/\/\/\/\/\/\

_The past..._

/\/\/\/\/\/\/\/\/\/\/\/\

RED Spy and RED Scout both ran into the intelligence room at the same time. They both fired rounds at each other, checking to see if they were the BLU Spy, and smirked.

"I'll cover you," RED Spy said. "Grab ze case and go!"

"Got it!" RED Scout said, grabbing the briefcase.

"The enemy has our intelligence!" came the automated response from the Administrator. RED Scout snickered, and started to run out the room, RED Spy following behind, reaching for his invisibility watch.

_BE-BEEP. *chrrr*_

"SHIT!" RED Scout said, scrambling back as the level 3 Sentry finished setting itself up near the exit, firing at him as Engineer pulled out his Wrangler. He and RED Spy tried to go the other way, but the distinctive sound of an ubercharge activating along with Heavy's distinctive laughter coming down the stairs caused them to turn back. They ran into the intelligence room to try and plan a new means of attack.

They ran right into Pyro, who had come in through the other entrance.

Pyro laughed, spraying her flamethrower into the air, forcing the two RED's back out of the intelligence room, both of them knocked back by a stickybomb from Demoman, who had come down the stairs with Heavy and Medic, Soldier and Scout standing near Engineer as he set up a Dispenser, grinning viciously. RED Spy and RED Scout, jerked back and forth, aiming their guns at all the BLUs as they surrounded them, Pyro coming out of the hallway they were just in, Spy and Sniper emerging from the shadows of the other entrance to the intelligence room.

"Ze others..." RED Spy started.

"Are respawning," Soldier said, grinning viciously. "Those maggots died like the dogs they are, leaving you two idiots."

RED Scout huffed. "Man, those losers ain't good for anything," he said.

"Ah'd put down that briefcase if ah was you," Engineer said, aiming his Wrangler right at RED Scout's chest, Pyro poking RED Spy with her flamethrower. "Otherwise, you'd best start prayin, boy.'"

"We intend to win, monsieur," RED Spy, sneering. He almost casually pulled out a cigarette and lit it on the pilot flame of Pyro's flamethrower.

"Ye ain't gonna win this round, laddies," Demoman said as he and the other BLUs surrounded them.

RED Scout snorted. "Whattaya say, spook? We go down like men?"

RED Spy sneered. "I will go down like a man. You will go down like a chittering bunny rabbit," he said.

"Fuck you," RED Scout snarled.

"I'd prefer his mother," RED Spy quipped, pointing to Scout, Soldier chuckling despite himself.

"Asshole," Scout muttered, aiming his scattergun at RED Spy's face.

And then the darkness came.

"What in tarnation!?" Engineer said as the spiraling strands of darkness swirled around the BLUs. RED Spy and RED Scout backed up against each other, looking around frantically as the BLUs were engulfed by twisting strands of shadow.

"What the fuck's going on?!" RED Scout shouted, the sound almost lost in the magical din. A powerful wind ruffled their clothes, forcing RED Scout and RED Spy to their knees, frost forming on their guns as the room grew colder and colder. The BLUs could be vaguely seen inside the darkness, thrashing about fearfully as they tried futilely to escape.

The strands of darkness coalesced, forming into a rainbow of dark colors, exploding and engulfing the room in darkness. RED Scout cried out fearfully, RED Spy reflexively grabbing him and covering RED Scout with his body...

And then the darkness faded.

RED Scout and RED Spy looked around, shaking from the cold, frightened looks on their faces.

The BLUs were gone.

/\/\/\/\/\/\/\/\/\/\/\/\

_Now..._

/\/\/\/\/\/\/\/\/\/\/\/\

"It is ready," Merasmus intoned, gesturing grandly to the circle of spheres. "Step in the spheres."

RED Spy frowned, cautiously stepping into the circle. "So what happens now?" he asked.

"This," Merasmus said, snapping his fingers.

The spheres glowed, forming a pentagram beneath RED Spy. And then, to RED Spy's dismay, the spheres turned into bombs with short burning fuses.

"You miserable, stinky, festering SONUVA..." RED Spy started to say, glaring at Merasmus, who was already running away.

_**KA-BOOOOOOOOOOOOOOOOOOM**_

The BLU base shook as the magical bombs detonated, literally blasting RED Spy into another dimension. Merasmus peeked into the room, seeing the portal glowing brightly. He cautiously walked over to the portal, poking it with his staff. It rippled, but didn't break, or pull him inside.

Merasmus nodded, satisfied. "He has been sent," he intoned. "Now, we just wait."

"You do realize, amigo, that the first thing he's gonna do when he gets back is punch you in the face," Bombinomicon said, floating nearby, an amused expression on its cover.

"Do hush," Merasmus said.

/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\

RED Spy appeared in the town in a flash, thrown up into the air by the force of the magical explosion. He flailed about in midair, grabbing onto a branch of a nearby tree as he fell down, managing to arrest his fall.

Muttering curses in French, he slowly calmed himself down, and looked around at the scared, frightened-looking colorful ponies as they stared nervously at him. Some with wings were taking to the air, while some with horns were backing up, their horns glowing.

Save for two that were wearing golden armor.

"You there!" shouted the deeper voiced one, RED Spy guessing it to be a male. "Identify yourself!"

"Come down from that tree!" said the lighter voiced one, RED Spy guessing it to be female. "Keep your hands where we can see them!"

RED Spy looked beyond the two, seeing a startled-looking lavender mare with wings and a horn, wearing golden hoofshoes, a golden horse collar, and a tiara with a star-shaped gem in it, guessing she was royalty of some kind. He nodded, and dropped down, slowly lowering himself to his knees.

"It's all right," RED Spy said. "I mean you no harm."

"Identify yourself at once!" the male guard said.

"And keep back from Princess Twilight!" the female guard said.

"I am your ally," RED Spy said. "I am a member of a group called Reliable Excavations and Demolitions..."

"Called RED for short..." the aforementioned Princess said, a shocked look coming to her face.

RED Spy nodded, smiling. "Yes. I believe that you have been working with my counterpart and his associates in Builder's League United for some time now, correct?"

The princess nodded, coming forward despite her guards protests, motioning for him to stand.

RED Spy slowly stood up. "I am..." he started to say. But as he spoke, a sudden dizziness overcame him. He staggered, and began to collapse, spirals of darkness forming around him as he fell.

Twilight's wings flared fearfully, and she ran to his side, the guards staying with her the whole way. As RED Spy fell, he was transformed by the spirals of darkness. By the time he hit the ground, he had been completely transformed into a red colored pegasus in a red suitcoat and balaclava.

"Get the others," Twilight said to her guards. "Get Barricade. Get them all to the BLU base, and FAST."

The two guards nodded, rushing off into town.

Twilight looked down at the unconscious red pegasus, her horn flaring softly. "But that's impossible..." she said softly.

/\/\/\/\/\/\/\/\/\/\/\/\

_Later..._

_BLU Base..._

/\/\/\/\/\/\/\/\/\/\/\/\

RED Spy groaned, slowly coming back to his senses. As he awoke, he found a blue unicorn mare with fiery red hair and a cute little bow in said hair standing over him, a demented grin on her face.

"Hey," the mare said.

RED Spy blinked, wincing as he slowly pulled himself upright. "Who..." 

"Dunno how you got here," the mare said, giggling madly, "but I'm glad to see you. I've MISSED you, infiltrator. Hey, wanna play our favorite old game? Weenie Roast?"

A growing look of alarm came to RED Spy's face "...the BLU Pyro?"

The mad, grinning mare nodded. "You may not have known you were playing it, but we played it a lot! See, I set you on FIRE and you roast like the weenie you are!" she cackled, RED Spy shrieking in fright.

"ENOUGH Pyro!" shouted a voice. RED Spy looked around, noticing for the first time that he was surrounded by ponies, inside a building. Some he could guess were BLUs, but the others were an unusual group. Four pegasi, one with a rainbow colored mane and a rough look on her face, one with unusually crossed eyes and a worried expression on her face, one with a fiery mane and wearing a blue flight suit, and a fearful-looking canary-yellow one that seemed to be hiding behind her mane. The princess he saw earlier was there with her two unicorn guards, a titanic pegasus that looked similar to the canary-yellow one standing nearby. A figure cloaked in a full-body costume was there, her outfit hiding her species. An elegant looking unicorn was standing next to a unicorn in a wizard hat and cape. Next to the one he guessed was Spy was a zebra in a cloak. And finally, two ponies with no distinctive species features stood there looking at him with suspicion. One a rough-looking mare in a cowboy hat, the other a spastic-looking pink thing with poofy hair.

The Pyro pony flinched, turning towards the source of the voice. "But..."

A smaller unicorn in a hard hat and goggles came forward, the look too distinctive for RED Spy not to think it was Engineer. "We need him alive, Pyro. We need to find out what's going on," he said.

"...Can't I burn him just a little?" Pyro pleaded, looking surprisingly cute.

Engineer shook his head. "No, Pyro," he said.

Pyro turned to glare at RED Spy, who flinched. After a long moment, she said, "I'm gonna set him on fire." Her horn began glowing, RED Spy letting out a yelp of fright and starting to scramble backwards. His wings flared out in fright, and he found himself confused by the sensation, realizing for the first time that he was no longer human. Pyro just giggled madly, the aura around her horn getting brighter and brighter.

Engineer sighed. "Pinkie Pie, I need a rubber duck before I finish this-"

The pink pony with the poofy hair vanished and reappeared in an instant, holding a rubber duck in one hoof and smiling.

"-sentence. Thank you," Engineer said, his own horn glowing as he levitated the duck up and held it in front of Pyro's eyes. Pyro froze, her horn's aura vanishing. Engineer squeezed the duck with his magic, making it squeak.

"Ducky," Pyro giggled, a cheerful smile coming to her face as she took the duck out of the air and began to play with it, heading off to one side.

RED Spy looked down at himself, at his hooves and his tail. He felt his muzzle, frowning. "What... what happened to me?"

"You were changed, mon ami," said his own voice. He turned, seeing Spy behind him, glaring suspiciously. "You're now like me, a half-changeling pegasus."

RED Spy frowned, looking down at himself. "...How did zis happen?" he said softly. "Ze spell was just supposed to send me over here for four days..."

"What spell?" the princess asked, her guards standing sternly nearby.

RED Spy looked up at the gathered ponies and frowned. "Yes, I suppose I had best answer your questions first," he said. "Although I would like to know who I am talking to, if zat is all right..."

Princess Twilight looked to the largest pony in the room, who nodded slowly. The alicorn went around and introduced everyone RED Spy didn't know. RED Spy bowed.

"You know our names, now who might you be?" Zecora asked, visibly confused by the sudden presence of two Spies. "Your presence is a worrisome thing to me."

RED Spy sighed, and reached into his coat pocket reflexively, looking for his disguise kit. He needed a cigarette.

Spy snorted. "You don't have your disguise kit or any cigarettes," he said. "You can shapeshift now, you don't need it. You don't have sappers either, they couldn't translate into a power. So don't think you can sap Gem either."

RED Spy glanced over to the crystalline mare who was hiding behind Engineer nervously. Engineer scowled. "And if you tried, boy, ah'd break your damn neck."

"As I said," RED Spy said, "I am here as an ally."

"So you've said," said Rarity, RED Spy pleased that the unicorn sounded as refined as she looked. "The question asked though, is how did you get here?"

"And why are you here..." Mare-Do-Well said, her glare evident even from beneath her mask.

RED Spy sighed, and fumbled a little with his mask. Nopony offered to help him as he slowly worked his mask off. He finally managed to get it off, and said, "I was sent here by Merasmus. The spell will last four days, and zen pull me back home automatically."

Soldier sneered. "Shoulda guessed that smelly old weirdo was involved..."

RED Spy glared at the ground. "Yes... The spell he used to transport me over here came out of the Bombinomicon," he said.

Demoman blinked. "A spellbook that's focused entirely on explosions has a spell te send ye to another world?"

"Well, he did first appear out of an explosion," Swift Saber said. Demoman snickered.

RED Spy frowned. "At the moment, I believe we have a mutual problem," he said. "Are you familiar with ze creations of one Gray Mann?"

The silence and the worried expressions that came over everypony's face told him everything he needed to know.

"I see..." he said softly.

"A robot called Captain Punch came," Barricade said, briefly describing the encounter. "It nearly destroyed the town."

"Interesting..." RED Spy said. "When we faced ze good Captain, he showed no signs of ze spider head trick... It may have been an upgrade, or zat ze number of headshots Sniper and I were scoring on it disabled zat ability..."

"Tell us everything," Barricade said. RED Spy nodded, and explained everything he knew of the situation, from Gray Mann's murder of his brothers and constant attacks on Mann Co. facilities to his new alliance with Slenderman.

Worried murmurings began to fill the room as the BLUs and Elements began talking with each other. RED Spy watched them all, taking stock of them. The BLUs, Barricade, and the Princess's guards seemed to be most at ease, the Elements, whom RED Spy guessed were civilians unused to war, looking nervous. Gem seemed to cling to Engineer's side, visibly scared of RED Spy.

RED Spy frowned, guessing that the robot had experienced a sapper before, probably from one of Gray's robots, and it was an unpleasant experience for her. He doubted he'd be able to earn the crystalline mechanism's trust before he was pulled back.

He shook his head, sighing. This may be a little harder than he originally anticipated.

After a few minutes, Twilight spoke up again. "Why do you have the same soul as Spy?"

The others stared at her in confusion. RED Spy smirked, closing his eyes. "I was wondering when it would come to zat..."

"What are you talking about?" Spy asked, frowning.

"He has the same soul as you," Twilight insisted. "To my magic, it feels like he's in two places at once."

The other native Equestrian unicorns frowned, their horns flaring briefly, shocked looks coming to their faces.

"This... this can't be right..." Rarity said.

"It's a trick," Power Words said. "Has to be."

"Trixie is the mistress of tricks," Trixie said. "No illusion is this good..."

"Vhat are you saying? Vhat is going on?" Medic demanded.

RED Spy sighed. "Gentlemen... I know why we are exactly alike. Why we talk, move, think, and act alike. Why we have ze same history..." He took a deep breath to steady himself, and explained, telling about the Mann brothers plan, about the stolen spell the Administrator cast that split their souls and turned them from nine to eighteen.

The BLUs stared at him in shock, stunned speechless by the revelation.

"But... but that makes no sense," Pinkie Pie said. "By MY standards that makes no sense! Why not just clone them?"

RED Spy puffed. "The Mann brothers had us fighting over gravel pits which they insisted were valuable sources of fuel."

Pinkie Pie nodded. "Well sure, if you process it right, you can get good gems out of gravel and..." she trailed off, noticing everypony staring at her save for the BLUs, who were all staring at empty space, still trying to process this new information.

"What?" she said, shrugging. "My family are rock farmers. I may not have been any good at actually DOING the rock farming, but I remember all I learned while I was there." 

The others just stared at her for a moment before turning back to RED Spy. "...At any rate, ze point I am making is zat ze Mann brothers are to practicality what fire is to being cold. And if zat didn't sell you on it, I managed to cajole ze Administrator into telling me how zey planned to produce an heir."

Twilight suddenly grimaced. "...I am really hoping a surrogate mother is involved in this," she said.

"Somewhat," RED Spy said, smirking. "They just hadn't decided which of zem would be ze mother."

THAT snapped the BLUs out of their shocked state, save for Spy, who simply focused his gaze on his RED counterpart intensely.

"Wait, are you tellin' me those wrinkly old fucks were gonna... EEEEWWWW!" Scout said, gagging as realization came over him.

"Hearing about things like this make you appreciate your own employers," Barricade said softly, looming in the corner of the room.

RED Spy nodded at the looks of disgust that crossed the faces of the various equines in the room. "Yes, we..." RED Spy's next words were cut off as Spy suddenly grabbed him in a headlock, whipping out his knife and holding it to RED Spy's throat. The others moved to stop him, but the BLUs motioned for them to stay back, watching the confrontation intently.

"What are you doing?!" RED Spy demanded, struggling clumsily with his hooves to try and keep the knife away from his throat.

"Reclaiming the rest of my soul," Spy said, his voice cold as ice. "I will kill you and reclaim what is mine, and have all ze knowledge you had in ze process."

RED Spy scowled. He should have expected this, and cursed himself for not seeing it coming. "It will do neither of us any good to make a kill. Merasmus sensed a powerful magic binding you here, and my half of our soul will be pulled back home in four days!"

Spy frowned. "...Why should I believe you?"

RED Spy glared at him. "Because I would have tried to kill you already if I thought I would benefit from it," he said simply.

"Enough," Twilight thundered in her Royal Canterlot voice, startling both Spies into letting each other go. "Nopony's killing the other. We're all allies in this, although you haven't fully explained why you're here."

RED Spy nodded. "Yes... Yes, my apologies. We seek to coordinate our efforts against Slenderman and Gray on our side with your efforts against Slenderman's incarnation and allies in zis world." 

"It's called Slendermane here," Barricade said, looking thoughtful. "And it would be useful to have some help... Especially after that robot was sent through."

RED Spy nodded. "Zere's more zan just ze good Captain. Gray's basic troops consist of robotic versions of ze nine of us, all wielding ze equipment we started out at ze beginning of ze war games. Zere are variants equipped with other weapons, usually with a hat or a decoration of some kind to make zem distinctive, and giant versions with special abilities." He sighed. "We've lost several facilities simply because we couldn't catch a giant Scout robot before it broke through..."

"The giant Scouts are the fastest?" Engineer asked, a thoughtful look on his face.

RED Spy nodded.

Rainbow Dash smirked. "Not faster than me, I'll bet," she said. Gem made a quick series of beeps, a confident look on her face. Everypony guessed she was proclaiming she could stop anything.

"Captain Punch was test," Heavy said suddenly. "Tiny robot maker plans on sending over entire wave of robots."

The ponies traded nervous looks.

"And of course the defense supplies aren't here," Barricade muttered. "All right. We need to keep watch for the robots. Flutters, can you get the animals in Everfree to watch out for the robots and have them warn us if they show up?" 

"I can try," Fluttershy said softly.

Barricade nodded. "Spitfire," she said. "Can I count on you to have the Wonderbolts on call if need be?"

"Yes Captain," the flight-suited pegasus said, saluting.

"Good. Head back to Cloudsdale immediately after this and get them ready. I'll send someone in case you're needed," Barricade said, turning to the masked and cloaked pony. "Mare-Do-Well, we may need you to hang around for a bit. If they don't come by midnight, head back to Manehatten. Sound good?"

The mysterious pony nodded, watching Spitfire as she quickly flew out a nearby window.

"All right," Barricade said. "Your highness, we need to do some planning."

Twilight nodded. "Of course," she said.

"Everypony else, head back to your homes. But be ready. Spy, you're responsible for your crimson lookalike," the titanic pegasus said, heading off with Twilight and her two guards.

Spy nodded, the others slowly filing off, casting worried looks in RED Spy's direction. Soon, only Spy and Zecora remained.

RED Spy sighed. "So now what?" he said. "I'm not used to being out in ze open like zis..."

Spy snorted, and gestured to his balaclava. "Pick it up," he said. "If you're stuck here for a few days, you might as well learn something."

RED Spy looked down at his balaclava, and then at his hooves, frowning. He pawed at the balaclava with a hoof, scowling in frustration.

Zecora chuckled softly despite herself. Taking pity on the RED Spy, she showed him how to pick up the mask with his hoof, putting it in his pocket. RED Spy sighed.

"Thank you..." he said. "Zis is going to take some getting used to."

"Though you may be here for a short time, we'll make sure that everything's fine," Zecora said, smiling.

RED Spy quirked an eyebrow, smiling. "Hnh. Lovely voice," he said.

Spy grinned back at him. "Oh, I agree," he said.

Zecora blushed. She stepped back as the two Spies walked up to each other. Spy sighed. "I suppose we should feed you, at least. And explain a few things about zis world..."

RED Spy nodded. "I would appreciate zat," he said. Spy looked to Zecora, and suggested "Haute Cuisine's?" When the zebra nodded, Spy motioned for RED Spy to follow as they left the base.

RED Spy grinned. "Interesting name. A fine dining restaurant, I presume?" he asked.

"Oh yes indeed, their food is grand. I especially enjoy their carrot flan!" Zecora said, licking her lips.

RED Spy blinked.

Spy snickered. "I hope you're prepared for a vegetarian diet while you're here, my crimson copycat," he said.

RED Spy groaned softly. He started to say something else, when a voice spoke in his head.

_Spy? Why are there two of you now?_

Spy flinched. "My queen, it is a long story," he said. "Zis is ze RED Spy, my copycat from another world. Part of my soul is in him."

"What... what is zis?" the RED Spy said, looking around frantically. "Who are you?"

Spy hushed him, Zecora watching them both with concern.

_Interesting. You have not explained his place to him yet?_

"No, my lady," he said. "I was going to over dinner."

_Interesting indeed... I will be there shortly, in disguise. I wish to meet this second you... _

"As you wish, your majesty," Spy said, bowing, ignoring the odd looks from onlookers.

RED Spy scowled. "What ze fuck was zat?"

"I said we were half-changeling pegasi," Spy said softly. "Zat voice in your head was ze Queen of all changelings, Queen Chrysalis. She has... a bit of a temper, so I'd be very polite to her."

RED Spy frowned. Complication after complication...

Zecora smiled, the expression a warm, friendly one that made RED Spy more relaxed just from looking at it. "Do not fear, do not hold fright. Hold onto yourself, and it will be all right. For now relax, and enjoy the day! Don't let tomorrow's gloom take it away," she said.

_To live for today... to truly live, and not worry about tomorrow... _RED Spy felt stirrings in his heart, stirrings he hadn't felt since breaking up with Scout's mother...

Spy just smiled knowingly, and nudged him. "I saw her first," he said.

"We are ze same person technically, are we not?" RED Spy said, smirking. "I'd say we saw her at ze same time."

"Ah, but we are two at ze moment, it is somewhat awkward for two men to romance ze same woman," Spy said reasonably.

"Perhaps. But zere are ways to have fun for two males and one female," RED Spy said, a little surprised at himself that he was even considering it.

Zecora blushed brightly as the implications came to her. _Bad brain! Bad! There's a serious situation going on, you don't need to be fantasizing about two handsome stallions at once treating you like the naughty filly you are oh Samedi oh Maman help me the idea is appealing... _Zecora thought, her mind betraying her.

"A threesome?" Spy said, smirking. "Interesting thought. Interesting too, zat you would be so willing to consider it in ze short time we've been here."

"You know me, brother," RED Spy said, grinning wickedly. "We have ze same taste in women. And we're usually more zan willing to try anything once."

Zecora blushed even brighter, making a very Fluttershy-esque squeaking sound.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Protecting the farms and the grocery stores will be the biggest priority..." Engineer said, thinking aloud as he and Pyro walked along. Gem had walked with them for a while, but she had noticed a cat wondering around and began following it. "Probably should have the foals put in one place should an attack come..."

"Engie..." Pyro said softly, staring at the ground.

"We're gonna have to rely heavily on Cheerilee's plant and earth powers for defense walls until the supplies arrive..." Engineer said. "Ah wish more of Twilight's guards were here, we need all the fighters we can get..."

"Engie, please," Pyro said, looking at Engineer.

Engineer blinked. "What is it, darlin'?" he asked.

"Doesn't... doesn't it bother you at all? That we have only half a soul?" she asked.

Engineer sighed. "Of course it does," he said. "But it don't do no good to just sit around and mope about it! Y'gotta focus on the now, and the now is that we have to worry about Gray Mann."

"Easy for you to say," Pyro said, shivering. "You don't have my problems. Is it just me that's divided? Or is Mariko divided too? She's way deep inside Pyroland, Engie! I don't know if the soul split would reach her!"

Engineer frowned. He hadn't considered that. But still, he couldn't let her worry. He hugged her tightly, and smiled. "If it did reach her, then nothin's really changed," he said. "Because both halves of Mariko have a fiery guardian to protect her. And if she wasn't divided? Then she's extra safe, 'cause she has two you to protect her."

Pyro sniffled a little, and slowly grinned, nuzzling Engineer. He smiled. "Don't you worry none, Pyro. Ah'll make sure that you, Gem, and..." he said, pausing when he turned to look at Gem. The crystalline robot had wandered off. Engineer groaned softly. "Stay here, ah'll be back." He ran off to look for Gem.

Pyro sighed, and sat down. The street they were on was empty, but it was still lovely. The leaves, all sorts of red, orange, and yellow shades, rustled softly in the breeze. Pyro smiled, imagining raking up all the leaves once they had fallen and making a nice bonfire out of them.

Whistling softly, she continued to look around. It was then that she spotted the statue, standing alone amidst the trees.

"Huh?" Pyro said, standing up to get a better look. The statue was of an alicorn with its hooves held over its eyes. Pyro frowned. "What's that thing doing there?"

She blinked.

The statue was now looking at her, a curious expression on its face.

"What the?!" Pyro exclaimed, startled.

She blinked.

The statue was now halfway towards her, staring at her intently.

Fear started to grip Pyro's heart with icy fingers, her fiery magical aura flaring to life around her horn. "What... what is this?!"

She blinked.

The statue was now right in front of her, a cruel smile on its face. Pyro let out a shriek of fright, her panicked mind making the connection that the creature was moving when she blinked. And somehow, she got a sense that this statue monster was taking its time, that it was enjoying this.

"Do. Not. Blink," the Doctor said from behind her, startling Pyro. She didn't turn around, too afraid to look away from the statue.

"Do not blink," the Doctor repeated. "Keep your eyes on the statue at all times, but do not look at its eyes. It can get into your head as it does."

"W-What?!" Pyro said, glancing at its eyes quickly and then moving them back down.

The Doctor turned his gaze up to the statue. "As for you," he said, scowling, "I don't know how you got out of Tartarus, but you're going right back!" He turned to Pyro again. "Stay here, keep this thing here. I need to get Twilight, she's the only one who's had experience with Tartarus other than me. Don't blink. You're dead if you blink," he said, running off, leaving the terrified Pyro standing there, tears flowing down her face.

"Doctor!? Doctor, don't leave me here!" she cried, feeling her eyes start to close. She sobbed, whimpering as she stared at the statue "Please..." she begged softly. "Somebody..."

"Pyro?!" shouted Engineer.

Pyro blinked.

And the statue was gone.

Pyro looked around frantically as Engineer and Gem ran up to her. "Pyro... Pyro, what's wrong?" Engineer asked.

"The statue... where did the statue go?" Pyro said, her head whipping about fearfully.

"Pyro, what statue?" Engineer said.

Pyro, Gem, and Engineer blinked.

And then Engineer vanished.

And then the Weeping Angel began to scream.

Ribbons of darkness emerged from the spot Engineer disappeared from, lashing in and out of the statue's body. The stone warped into agonizing positions, a howl of agony coming from the creature as the Rainbow of Darkness destroyed it.

In Carousel Boutique, Rarity suddenly collapsed, a coldness and fear suddenly overtaking her body.

In the human world, RED Engineer let out a scream, his body fading in and out of view, to the horror of his gathered comrades.

And at the spot Engineer had disappeared from, the Doctor, Twilight, and Barricade ran up just in time to see the death throes of the Weeping Angel as it was destroyed, consumed by the darkness.

"SleeeenndddDDDeeeRRRmAAaanne eeeEE! YoooouuUuu LiIiiieEEddd ttoooOOO meeee!" the Weeping Angel screamed out in a horrifying voice as it was consumed completely by the Rainbow of Darkness, which faded quickly.

"What... no... NO!" Pyro said, staring at the spot Engineer vanished from, scrabbling at the ground frantically. "Engie! ENGIE!"

Gem paced about, confused and terrified. No tears flowed from her eyes, as she wasn't equipped for that, but she was visibly crying, pitiful sounding beeps coming from her as she cried out for her father in her electronic non-voice.

"What happened?!" Twilight shouted. "What was that!?"

"It's dead..." the Doctor said softly. "I didn't think that Weeping Angels could be killed..."

"FOCUS!" Barricade roared, affixing her Glare on the Doctor. "Where's Engineer?!"

"I..." the Doctor yelped, cowering under Barricade's baleful gaze. "The Weeping Angel... it took him. It kills by sending someone back in time and letting them live to death, feeding on the years they would have had. Because Engineer was an Element of Harmony, I guess the Rainbow of Darkness fought back, though..."

"Time..." Twilight said. "Well, that's great! My power's been greatly increased as an alicorn, I should have a greater range on a time travel spell!"

Pyro and Gem traded hopeful looks. "You... You can get Engineer back?" Pyro said.

Twilight nodded. "We just need to know how far back he went," she said.

The Doctor nodded and quickly scanned the area Engineer vanished from with his sonic screwdriver. He held it up, looking at the results... and paled.

"He's..." the Doctor stammered, gulping. "H-He's been sent to a planet twenty light years away... and two thousand years into the past..."

Pyro and Gem turned expectantly to Twilight, their faces falling when they saw the horror on her face.

"Two thousand... and so far away..." Twilight said softly. "Not even Celestia and Luna together are powerful enough to go back that far..."

Gem staggered, falling to her knees as she began to sob again.

Pyro's scream of despair and rage could be heard all across Ponyville.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Gray Industries..._

_Human world..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Well, that explains why it just needed the one Weeping Angel," Gray said, chuckling. He straightened his tie and looked at his portal device. The Australium was almost worn out, so he only had enough charge left to send one wave of robots over.

"One wave is all I'll need, though," he said, chuckling. "Especially now that Slenderman's given me such a wonderful commander for them."

He sat down in his plush office chair, grinning wickedly. "Oh, I wonder how those mercenaries will react when they see that their beloved Engineer has become Nightmare Clockwork..."

_**TO BE CONTINUED IN PONY VS. MACHINE PART 2: ONE BY ONE WE BITE THE DUST**_


	25. WITNESS(b)

HE CANNOT SEE ME, CAN HE?

CANNOT SEE MY POSTS...

THIS IS BAD...

HE IS IN DANGER...

THE SUN MUST NOT RISE...

BECAUSE _HE_ HAS NOTICED HIM AS WELL...


	26. Pony versus Machine Part 2: One by One

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 24: Pony versus Machine**_

_**Part 2: One By One We Bite The Dust**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts twenty minutes after the events of Chapter 23. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Just outside BLU Base..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Burn! BURN!" Pyro shrieked, Heavy and Soldier barely holding the grief-maddened unicorn back from incinerating the Doctor.

The Doctor himself, his head drooped shamefully, stood behind Minuette and Orion, both of them watching the BLUs fearfully, all of them giving the Doctor cold, murderous looks, RED Spy pacing back and forth nervously. Gem sat near the base, hugging one of Engineer's spare hardhats and whimpering, the robot still essentially a child despite her adult appearance.

The Elements were crowded around Rarity, who was shivering and muttering under her breath, which misted as if she was severely cold. Mare-Do-Well and Twilight's guards stood by Barricade, the massive pegasus's withering gaze fixed right on the Doctor.

But for the Doctor, what hurt the most was the disappointed look on Derpy's face.

"Doctor..." she said, coming over to him, "Why didn't you tell them about the Weeping Angels? You know more about them than I do, you could have warned them..."

"I... I didn't think it was relevant!" the Doctor said. "The Angels... they were all locked in Tartarus!"

"Didn't think?" Demoman snarled. "That's bloody fookin' obvious!"

Sniper growled. "Little tip, Doc," he spat. "Never EVER say 'didn't think it was relevant' again if you don't want us to feed you to Pyro."

"NO! Not me!" Pyro shouted, maddened by sadness and rage, "Just burn him a little! Enough to make him SUFFER! Then give him to MEDIC! Let OUR doctor have his fun!" Pyro giggled shrilly. "The doctor will see you now!" she said, cackling, still struggling to get past Soldier and Heavy, her horn ablaze, tears streaming from her eyes.

Medic just closed his eyes, a cold smile coming to his face.

Fluttershy, frowning, her face a mask of concern, went over to Pyro. "Pyro?" she said softly.

Pyro gave her a despairing look. "Fluttershy, you can't honestly expect me to FORGIVE-" Pyro started.

"Gem needs you," Fluttershy interrupted.

Pyro froze, the aura around her horn vanishing. "I..." she stammered, looking over at the whimpering Gem, almost curled into a fetal position around the construction helmet. Pyro gulped hard, forcing herself to calm down. "You... You're right..." she said. "I'll... I'll take care of her. It's what Engie would have wanted."

Heavy and Soldier traded looks, and slowly backed away from Pyro. The fire-wielding unicorn cast one last glare at the Doctor before going over to comfort Gem Sentry. The BLUs relaxed a little, and then turned the full focus of their glares at the Doctor.

"Whatever happens, whatever they do," the Doctor said, "don't stop them."

"But..." Minuette started.

"No," the Doctor said.

Derpy stared at him a moment longer, every second of disappointment in her eyes a wound. She then shook her head and turned to the others.

"I'm sorry..." she said. "I should have told you about everything I've faced with the Doctor. This is partially my fault."

Soldier sighed and shook his head. "No, Derpy. We don't hold you, River, or Jack responsible. Your only mistake was thinking that your pal here would do the right thing and give us intel we needed. The Doctor is the one who should have told us everything about his enemies from the get go," he said, scowling. "Maggot."

"They were all in Tartarus. Gone. Defeated!" the Doctor insisted.

"Ze more you interfered," Spy said, "ze more likely it was zat Slendermane would turn to one of your enemies for assistance!"

"The fact zat Slenderman has tapped Gray Mann for aid because of our teams' interference should have suggested zis!" RED Spy almost snarled.

"You made a piss-poor tactical choice, withheld information, and can no longer be trusted," Barricade said, her eyes cold. "We'll tap Derpy, Jack, and River for information, and MAYBE tap you when we need to fill in the blanks. But you can't be trusted to act on your own anymore. You're still fighting, though. Don't think we're letting out out of that."

The Doctor just nodded, not raising his head. "Yes, Captain. And I'm so, so sor..."

"Finish that sentence, maggot, and I'll punch you so goddamn hard in the face your eyeballs will come out your ass," Soldier declared savagely, the Doctor wincing.

Derpy just looked away. Soldier's anger scared her, but it wasn't directed at her. And honestly, she couldn't hold it against him at this point.

RED Spy paced back and forth, fuming. Scout glared at him. "What's your problem? It's our Engie we lost," he said.

"Idiot," RED Spy said. "Our souls are linked. What affects you affects us partially as well. When your Heavy was corrupted, ours was rendered comatose. When your Sniper had his dark side unleashed, ours disappeared for a day and came back covered in blood, refusing to talk about what happened. And now... now!" RED Spy let out a frustrated yell. "I do not know what has happened to my teammate! My FRIEND! All because I decided to be ze big man and go investigate where you went! And now... now I'm stuck in PASTEL PONY LAND for ze next four days!" RED Spy flick-flickered his wings in frustration, Scout's expression softening slightly. 

"Calm down," Twilight said. "This is getting us nowhere..." 

Demoman nodded. "She's right, lads..." he said. "We know that Gray's joined up with bloody Slendermane. I say we bloody capture his bots when they come, rig them with explosives, and then them back in his bloody face..."

"He'll die too qvickly," Medic muttered. "Ve find a vay to bring him here and LET ME HAVE HIM..."

Demoman nodded in agreement. "Aye. As for the rest..." He closed his eye for a moment, and sighed. "Engie's gone. We cannae do anything about that right now, so..."

"Not gone..." Rarity said, shivering, her eyes staring at nothing. "Not gone. Engineer not gone..."

Scout frowned. Rarity had become a shivering wreck, her breath frosting over. Her friends were around her, a blanket over Rarity's shoulders, but she seemed to not know they were there, not see them at all.

"Cold... So cold..." Rarity said. "Alone for so long, but finally coming home..."

That froze the BLUs' attention to her.

"What do you mean?" Pyro said, her voice harsh.

"Coming home... and bringing steel hatred..." Rarity intoned, shivering.

"Damn you, woman, what do you mean?!" Pyro almost shrieked.

"Step back," Swift Saber snarled, her horn flaring.

"She's become a Sylvan," Twilight explained, visibly nervous.

"Sugarcube, what's that even mean?" Applejack said, holding Rarity close and stroking her mane, trying to comfort her.

Twilight sighed. "It's a type of oracle. When Engie was taken by the Weeping Angel, because of her link with Rarity through their elements, Rarity became linked to Engineer's mind. She can see what he's experienced."

"Alone..." Rarity shivered. "Alone for two-thousand years..."

"Obviously, Engineer's had a rough time of it..." Twilight said softly.

Pyro grinned brightly. "But... but he's coming back, right?" she asked. "Engie's coming back!"

"Coming back... to kill, to conquer... Slendermane has called him... Planet had no air, forced to take the forbidden drink just to live... Hope gave way to despair. Gave way to rage. Gave way to madness..." Rarity intoned.

A cold surge of fear flowed through the assemblage.

"Engie's become a Nightmare," Soldier said softly.

"He is here... " Rarity shrieked suddenly. "He is HERE!"

A powerful wind blew the the gathered heroes to the ground, a massive form blotting out the sun. Everypony looked up... and gasped.

"Oh my God..." RED Spy moaned.

Flying above them all, blotting out the sun with his massive body, was a vast, mechanical monstrosity. Pony-like in shape, the monster's dark, metal body roared with thousands of gears large and small, most of its body shrouded by its massive, brownish-gray steel wings. Smokestacks spewing dark black smoke lined the horrid beast's back. The giant, steampunk monstrosity looked around the town, cold, red eyes analyzing everything.

"Sweet Celestia..." Applejack said. "That there critter's as big as a full sized dragon!"

"...Engie?" Pyro said softly, looking up at the massive mechanical monstrosity.

Those cold, horrific red eyes focused on her. The massive creature quirked its head to the side, as if considering whether or not to squash her.

"_**NEGATIVE,**_" the machine said, its mouth not moving. "_**THIS UNIT IS NO LONGER DESIGNATED: ENGINEER. THIS UNIT IS CURRENTLY DESIGNATE: NIGHTMARE CLOCKWORK.**_"

"Engie..." Pyro said stepping forward, madness and insane hope preventing her from recognizing the danger. "It's me... It's us, your friends... Don't you remember us?"

"_**AFFIRMATIVE,**_" Nightmare Clockwork said, it's voice like the wrath of God. "_**THIS UNIT REMEMBERS YOU, DESIGNATE: PYRO. THIS UNIT REMEMBERS THAT IT ONCE LOVED YOU.**_"

"Engie, please..." Pyro begged, tears in her eyes.

"Run away..." Rarity moaned, her eyes glowing. "RUN!"

"_**THIS UNIT REMEBERS THAT IT ONCE LOVED YOU,**_" Nightmare Clockwork said. "_**WHILE LOVE IS AN INEFFICIENT EMOTION, IT STILL HOLDS SWAY OVER THIS UNIT. THAT IS WHY THIS UNIT HAS CHOSEN TO PRESERVE YOU.**_"

Putrid purple light lanced from the massive drill bit that served for Nightmare Clockwork's horn, striking Pyro in the forehead. She screamed, rearing back... and in an instant, was turned into an inert steel statue.

Before any of the shocked BLUs or heroes could react, mechanical tentacles shot down from Nightmare Clockwork's torso, grabbing the statue and lifting it into the air. Another tentacle shot down and grabbed Gem, pulling her up with Rarity, the robot letting out a sobbing cry as she was kidnapped by the monster that used to be her father.

"NO!" Soldier bellowed, chasing after Gem for as long as she could.

"_**THEY ARE MINE NOW,**_" Nightmare Clockwork thundered. "_**THEY HAVE BEEN CHOSEN FOR PRESERVATION. YOU, ON THE OTHER HAND, WILL NOT BE SO LUCKY. THE FRIENDSHIP THIS UNIT ONCE SHARED WITH YOU HAS LONG SINCE FADED, AND SO YOUR CONTINUED EXISTENCE HAS BEEN JUDGED UNNECESSARY.**_"

"We'll stop you!" Soldier roared, the others coming up behind him. "We'll get them back and PRY Engie out of your shattered husk!"

"You are hereby commanded to release them now, Nightmare!" Twilight ordered, flaring her wings angrily as she took to the air.

"_**IF YOU CAN GET PAST THE ARMY PROXY DESIGNATE: GRAY MANN IS SENDING, THEN MAYBE THIS UNIT WILL DEIGN TO FIGHT YOU,**_" Nightmare Clockwork said, no emotion showing on its mechanical face. "_**AS IT STANDS, THIS UNIT IS FAIRLY CERTAIN THAT YOU WILL ALL DIE. UNTIL THEN, ASK DESIGNATE: RED SPY ABOUT THE CALIGINOUS CAPER.**_"

The mechanical monstrosity's drill-bit horn spun, greasy black energy forming around him as it teleported away, reappearing far away on a mountaintop once used by a slumbering dragon. The others turned to RED Spy, who had an expression of horror on his face.

"What the hell's the Caliginous Caper?!" Soldier demanded. The others barely noticed as other ponies began gathering around them, frightened and confused, looking for answers.

RED Spy gulped, licking his lips nervously. "It... it happened recently. Gray declared that he wanted to celebrate Halloween early, and sent us a challenge to defend ze Mann Co. Coal Town Museum again... When we got zere, it was decorated for Halloween, and he sent a single wave of robots after us," he said softly.

"A single wave doesn't sound so bad," Trixie said. "Certainly even without the fusions, we..."

"A single wave of almost a thousand robots..." RED Spy said.

Everypony's blood ran cold with fright.

"...Trixie is going to go see how Rarity is doing," the showpony said softly, excusing herself from the conversation.

"My God..." Spy said softly.

"Bloody hell..." Sniper muttered.

"You... you're kidding, right?" Rainbow Dash said, shivering softly, remembering the near miss with Captain Punch.

"I really wish I was, mademoiselle..." RED Spy said, wishing he had a cigarette. "To make matters even more terrifying, he decided to have all of his machines dress up for Halloween as well, equipping zem with holographic disguises zat made zem look like flesh-eating zombies. You have not known terror until you have seen monsters with ze rotted, blood-hungry faces of your friends charging you while shooting high explosives. I don't think he'll bozzer with ze zombie holograms this time, but still, ze prospect is not a fun one..."

"Speaking of..." Demoman said, "I only have a few firecrackers left. I used nearly all of me bombs on Captain Punch."

"How are we supposed to fight them all?! They're bound to have a fusion blocking gizmo again!" Derpy said. "And my girls, I..."

Twilight placed a hoof on her shoulder. "We'll find a way, Derpy. I've come to love this town too much to let it get blown up by overblown piles of scrap metal," she said.

"Amen, sister," Soldier snarled.

Barricade narrowed her eyes at RED Spy. "You will tell us about every type of robot you've encountered. Giants, normal-sized, the works."

RED Spy nodded. "Of course," he said. "Anything to help us survive zis."

"Geez..." Scout said, shivering. "Almost a thousand killer robots, all with our weapons..."

Unfortunately, somepony overheard him. Even more unfortunately, it was the three most panic-prone ponies in Ponyville, already in a fright because of Nightmare Clockwork.

"A... thousand?!" Rose moaned.

"Killer robots!?" Daisy wailed.

"Coming HERE!?" Lily shrieked.

The three of them ran off into town, screaming and crying, the BLUs staring incredulously after them as a fearful riot started up shortly after, ponies screaming and running about in terror.

"I'm... I'm honestly surprised it took them this long to start a riot," Rarity said, chuckling

"You feelin' better, sugarcube?" Applejack said, stroking her mane as she held her close.

Rarity nodded. "I can... I can still sense Dell's mind, and am experiencing his pain... but it's not as pronounced as it was... I think I'm going through the point where the Nightmare started to take over..."

The BLUs looked over the crowd with growing anger.

"Damn it," Scout cursed. "THIS we needed!"

"I'll kill those three myself," Spy muttered angrily.

Soldier said nothing for a long moment, and then ran forward, hopping up onto a cart that was overturned in the panic that had sprung up.

"_**ALL OF YOU MAGGOTS STOP RUNNING AROUND AND LISTEN UP!**_" Soldier bellowed, his voice carrying enough to startle everypony in town into listening. He snorted. "Yes, the robots are coming! But they are just that! Robots! Machines! And any machine can be smashed, or broken apart!"

"But..." said a mare with a pear Cutie Mark, "there's so many!"

"And you're the only real fighters we've got!" said Mr. Davenport.

"Hey now, wait a minute!" Horse Power said, indignant. "I can fight!" He flexed, his impressive physique bulging. "Look at these muscles! I'll FLEX those tin cans to death! YEAAAAAAH!"

"I can fight too!" Berry Punch shouted. "Or has everypony forgotten the bar brawls that I WON when I was more of a heavy drinker?"

"I have all these new powers," Cheerilee said. "I'm not about to let these robots destroy my home or hurt my students!"

Mayor Mare slammed her lead pipe down on a nearby large stone, shattering it. "My father fought for his town when he was outnumbered three to a thousand! And the odds aren't even that bad this time! I'll be damned if I let my own town fall to a bunch of souped up toasters!" she declared.

To everypony's surprise, Cranky Doodle Donkey came forward. "I may be old, but I've come to love the peace this town has. If I have to fight to preserve that peace, then so be it!" he growled.

Soldier nodded. "You see? There's more fight in you ponies than you realize! You just have to find your courage, learn to use your fear instead of letting it use you!"

"B-But... there's so many!" Rose whimpered.

"And they're coming here!" Daisy cried.

"AND THEY'RE GONNA..." Lily started to wail.

Barricade stomped, creating a ground tremor that staggered the three cowardly flower sellers. "STAND AT ATTENTION AND FORM RANKS!" she shouted, the three flower sellers eeping and forming an orderly line out of fright, saluting.

"Thank you," Soldier muttered, turning his attention back to the town, who was staring at him worriedly. "Listen to me, and listen good, maggots! These robots are coming, yes, but you can't let that frighten you! NOPONY got anywhere by being scared! And if you panic, if you run around, or hide and let only the minimal force fight, then the robots will win! They will kill us all and tear Ponyville to the ground!"

A younger stallion in a hardhat, his Cutie Mark a light bulb, stepped forward. "But... but what can we do?"

"You can fight," Soldier shouted. "Ponyville has been a home to you all for generations! Are you really gonna just run away and let robots that AREN'T EVEN FROM THIS WORLD come and wipe it out?!"

There was some murmuring from the crowd, the five who had already chosen to fight smiling a little at this. Soldier's words were starting to strike a nerve.

"We'll teach you how to fight," Soldier said. "We'll help you defend this town. They won't win, because we're not gonna let them win! These miserable hunks of tin are NO MATCH for a pony willing to defend their home and family with their life! We'll drive them back! We'll melt them down and make a statue commemorating how amazing we all are out of their remains! I won't sugar-coat it by saying that we'll all get out alive, but damn it, we're gonna damn well fight to make sure as many ponies as possible lives! This is OUR town! This is OUR world! AND WE'RE GONNA MAKE THESE MECHANICAL MAGGOTS PAY FOR EVER THINKING THEY CAN INVADE IT!"

The crowd began cheering, rallied by Soldier's words. Twilight stepped forward next. "Everypony gather in the center of town," she said. "We'll work out a strategy and help prepare for the oncoming invasion."

As the crowd began to disperse, a new hope inside of them, Soldier stepped down off of the makeshift podium and walked over to the others. Barricade nodded to him. "Strong words," she said. "Good job."

"Sometimes you just need someone to kick you in the ass to get you motivated," Soldier said, smirking.

Barricade nodded, grinning. "All right," she said, turning to Twilight. "Can Spike's flame send to other ponies besides Celestia?"

Twilight nodded. "It all depends on who's in the header," she said.

"Good. Send word to Spitfire, have her bring the Wonderbolts NOW. Also write to Princess Celestia and Princess Luna, and have them send us any backup they can spare," Barricade said, turning to the Spies. "Now. Can you contact Queen Chrysalis and see if her changelings can help us? Maybe feed on the robots?"

Spy frowned. "...My lady has been listening in through my RED counterpart and I. She wishes to borrow my body long enough to explain in person," he said.

Barricade grimaced. "She can do that?"

"Only with permission," Spy said hesitantly, glancing over to Zecora. "I think..."

"I will volunteer," RED Spy said, sensing Spy's discomfort. "I have seen zese robots and know zat we need any help we get. For all I know, Gray's added more to the wave, since he's started using Engineer bots now..."

Barricade nodded. "Do it, then."

RED Spy sighed wearily, and sent his agreement to Chrysalis. Almost immediately, he felt her thoughts grow stronger in his head, feeling his very soul being shoved aside as Chrysalis took full control of his body. In a swirl of red smoke which quickly transformed to pulsing green flame, RED Spy metamorphosed into Queen Chrysalis.

Barricade bowed. "Your majesty. You've been updated on the situation?"

Chrysalis nodded. "I've heard what the Spies have been hearing, yes," she said.

"Can you help us?" Twilight asked, coming up beside Barricade. "Can you feed on the robots?"

Chrysalis frowned, looking uncertain. "Only if they are capable of feeling love," she said. "If they only feel loyalty to their creator, then the best we can provide is guerrilla infantry. We can probably change into them and use our magic to copy the effects of their weapons..."

"It'll have to do, then" Barricade said, cursing. "Get here as soon as possible. I don't know how much time we have before the robots come."

Chrysalis nodded, letting RED Spy have his body back, the dimensionally-displaced shapeshifter staggering as he adjusted to having control of his body restored.

"Well, ZAT was ze most unsettling experience of my life," he muttered, shaking his head.

"Wait a few minutes, you'll have a worse one," Twilight said, chuckling wearily. "You tend to get those a lot around here..."

"A peaceful town..." the Doctor said softly, watching the others from a distance. "And they're going to turn them into soldiers..."

Orion sighed. "I hate to break it to you, Doc," he said, "but that's really looking like the only option right now."

"I know..." the Doctor said. "And that's why I hate it..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Human world..._

_2Fort..._

_Merasmus's quarters..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"MERASMUS!" came the snarling cry, the door to his room exploding in a cloud of cordite and wood. The wizard flinched, looking over at the door as the smoke cleared. As he did, though, a massive hand that, to Merasmus, seemed to be roughly the size of New Jersey came up and wrapped around his head, grabbing and yanking him out roughly, slamming the wizard up against the hallway wall.

The owner of said hand, RED Heavy, glared at him. "Heavy is not in his happy place right now," he rumbled. "Heavy would like quick, concise answers to upcoming questions or Heavy will let Medic perform reconstructive surgery on stinky wizard's testicles."

RED Medic helpfully showed off one of the scalpels he'd be using for the operation. It was serrated. And rusty.

"I would be more than happy to help," Merasmus said, gulping hard.

"What the hell's going on, Merasmus?" RED Soldier snarled. "Engie disappeared just a few minutes ago, screaming like he was in pain! We thought Pyro was gonna burn down both the bases in a panic and then she just turned into this metal statue!"

Merasmus blinked. "...What?!" he said, shocked. "I... I don't..." His eyes widened. "The magical surges I sensed earlier..."

RED Scout poked him with his scattergun. "And you didn't think to TELL us about them!?"

"I was in the process of investigating them when you broke down the door to my room," Merasmus said, "I..."

"Murder each other later," the Administrator interrupted. "We have a problem."

"Och, not now," RED Demoman said, taking a swig of his scrumpy. "We're down by three and..."

"My sources from within Gray Industries have shown that a transport tank is on its way to the portal you mentioned," the Administrator said. "My satellites have managed to do a scan of it... The number of robots inside of it exceeds the amount used in the Caliginous Caper mission..."

The mercenaries stared in mute horror up at the speaker.

"They're gonna attack Equestria..." RED Sniper said softly.

"The spook's over there!" RED Scout shouted. "Do... do ponies even have guns?!"

"Ve have to get back zere, and qvickly..." RED Medic said.

RED Soldier growled. "...We can't let them reach that portal," he said. "If the BLUs die over there, we lose half our souls forever, to say nothing of what might happen to Engie, the spook, and Pyro."

RED Demoman nodded. "Aye," he said fiercely. "No one bloody hurts me friends without payin' for it in blood! ALL OF THEIR BLOOD!"

RED Heavy glowered at Merasmus. "Stinky wizard's DNA is in Respawn device?"

Merasmus nodded. "Yes! I've been helping out at the last few battles, haven't I?"

RED Heavy snorted. "Heavy does not remember you actually dying like man during battles," he said.

"Is it my fault that you're all just not as good as surviving battles than I am?" Merasmus said.

All six mercenaries punched him in the nuts at the same time. Merasmus let out a strangled squeak, clutching his flattened manhood.

"Okay, anyone in the audience who saw that coming the moment he opened his mouth, raise your hands," Bombinomicon said with a chuckle, floating out of his shelf.

"We are going to fight robots," RED Heavy said. "Stinky wizard is coming with us."

"We don't know what kind of defenses those pony things have," RED Soldier snarled. "We need to take out as many of those machines as possible."

"We're going te protect our Spy and make sure that he can get Pyro and Engie back," RED Demoman said.

"And we're gonna make sure every bloody robot that comes towards us PAYS for it!" RED Sniper said.

The mercenaries ran for RED Sniper's van and RED Demoman's car respectively, piling into them, tossing Merasmus in the camper van, and heading out for the location of the portal at high speed. A police car began chasing them halfway there, but beyond RED Scout shooting out the car's tires, they ignored it.

The policemen skidded off-road, landing harmlessly in a bush. They got out of the police car, frowning.

"You want to call in back up?" said one officer.

"Why bother? I recognized the one-eyed nigger and the Commie in the car," said the other officer. "We call in back up, it'll all be killed by them."

"What do we do then?" said the first officer.

"Pity the poor fucks that pissed them off," said the second officer. "I got a quick look at the Commie's face as we got close to them, before the little faggot shot out our tires. He was MAD."

The first officer cringed, mostly from his partner's derogatory remarks, and shook his head, radioing for a pickup.

The REDs and Merasmus all arrived at the location, quickly getting out and pulling up to the portal device outside the caves RED Demoman and RED Medic had seen Gray and Slenderman at last time. As they readied their weapons, five of the REDs arming themselves with more weapons than they did normally, RED Medic pulled out a spare PDA of Engineer's and set up a Dispenser. As the healing energy flowed into them all, RED Medic building up an UberCharge.

"Here they come," RED Scout said, loading a clip into his pistol.

The other REDs turned, seeing a massive carrier tank steaming towards them. The others watched, camped in front of the Dispenser. Each one of the REDs had armed themselves with one of Engineer's spare wrenches and a satchel of metal, to take care of sappers and keep the Dispenser repaired.

Merasmus frowned at the approaching tank, the smokestacks on the monstrous vehicle blotting out the sun with their smog.

"...Where is our Respawn point?" the wizard asked.

"Back at my van," RED Sniper said, staring down his scope's sight. "It's why I parked so far away from the caves, hid in that old house."

Merasmus scowled. "You do realize they'll overwhelm us in seconds if we let them pull up all the way here," he said.

The REDs frowned, lowering their weapons, realizing he was right.

"Well, what can we do?" RED Soldier snarled. "It's not like anything we have can hurt those damn megatanks!"

"I did grab one of the spook's sappers on the way out," RED Scout said hesitantly.

RED Demoman grinned. "That'll help some against the robots, laddie," he said. "Do ye have the rig that gives him an infinite number of them?"

"Pft," RED Scout said. "Whattaya think I am, stupid?" He turned to RED Medic, RED Heavy, and Merasmus and added, "Don't answer that."

Merasmus, RED Heavy, and RED Medic, just smirked. RED Scout sneered and reached into his bag, pulling out the sapper, a white device with a glowing blue eye on it.

"Yes, hello!" the sapper said, the eye looking around. "Wheatley, at your service! ...You're not the Spy."

Six mercenaries and one wizard stared at the device incredulously.

"...You brought the bloody talking one?" RED Sniper said, scowling

"I just grabbed, I didn't look," RED Scout said, grimacing.

Wheatley huffed. "I'll have you know, I'm just as effective as Mr. Spy's original sapper and that overrated tape deck of his, thank you very much!"

""Ey, a fellow talking inanimate object!" the Bombinomicon said cheerfully as it floated out of Merasmus's hands. "Good to see you, bro!"

"Ooh! You must be the Bombinomicon! Mr. Spy's told me all about you..." Wheatley started, looking up at the book floating by Merasmus.

"ENOUGH!" RED Soldier barked. "Wheatbran, just shut up and get ready to fight! We're going up against killer robots. You should still have all the upgrades Spy gave you at the last mission, so be ready to fight. We've got a LOT of robots to kill this time!"

"It's 'Wheatley,' actually," the sapper insisted, RED Scout facepalming.

"Don't care, shut up," RED Solder snarled.

Wheatley rolled its eye, sighing. RED Scout glared at it, barely resisting the urge to just chuck it at the oncoming tank. "Fine, fine, fine," Wheatley said. It paused, frowning. "Wait... did you say we're going up against the robots? And a LOT of them!?"

"Shut up, Witless," RED Soldier snarled.

"It's 'Wheatley,' and... really, I'm meant for buildings, not..." Wheatley stammered, trying and failing miserably not to sound frightened.

RED Scout held Wheatley up in front of the barrel of RED Soldier's rocket launcher.

"Shutting up," Wheatley said, gulping.

"As amusingly farcical as this deliberately pointless cameo appearance was," RED Scout said, putting the sapper back in his pack, "that still don't solve the problem of the tank. Merasmus is right. That thing gets close enough, we're gonna get swamped, and you know they won't let us near the damn portal again."

Merasmus smirked. "Firstly," he said, "I'm surprised you even know what a word like 'farcical' means."

"Fuck you, Gandalf," RED Scout snapped.

"That's more like it," Merasmus said, chuckling. "Secondly, I've already got a plan to keep that tank from getting close." He grabbed the Bombinomicon out of the air, ignoring its startled protest. He flipped to a certain page, and held out his staff.

"BOMBINORUS GROUNDTRAPICORUS!" he intoned, his voice echoing over the field.

There was a flash right in front of the tank, a line of explosions detonating and creating a deep trench, the tank stumbling into it, with a loud, rumbling crash.

The mercenaries watched hesitantly for a moment as it tried to open its docking bay, to reverse itself to pull out. But the trench was deep enough to lift its rear end off the ground, the treads only digging the trapped tank in further. The carrier tank was trapped, stuck a mile away from the portal. The mercenaries cheered, Merasmus smirking.

Inside the main office of the tank, Gray Mann scowled angrily, picking himself off of his window and moving over to the comm-station on the left side of his office.

"Very clever," Gray said, his voice thundering out over the plains through the tank's speakers.. "I will concede to you that much."

"Not so easy now, ain't it?" RED Scout crowed. "Let's see you try and send your robots out now!"

Gray smirked. "Well, since you asked..." he said, reaching over to a console near the comm-station. Panels opened on the sides of the tank, with ramps that the robots could exit out of forming.

RED Scout's face fell. RED Medic facepalmed. "I zink ve can safely say zat you asked for this," RED Medic growled. "Dummkopf."

"Oh," Gray Mann said, "and because I'm feeling like being an exceptionally large dick today..." He pressed another button, and the portal roared to life beside them. As the REDs looked on in horror, Gray laughed wildly. "Did you HONESTLY think I wouldn't be prepared for one of my tanks being disabled? Or that I wouldn't have a remote control for the portal? Or that I wouldn't have GUARDS!?"

"Aaagckklgh!" RED Medic gurgled as he clutched his throat. RED Heavy whirled, seeing a Spy robot slitting the the healer's throat, his Ubercharge sputtering out. RED Heavy snarled and revved Sasha, but a red tracer bullet exploded through his head, piercing through RED Sniper's head as well, since he was directly beside his teammate. A loud THRUMMM of sound echoed across the battlefield when the bullet went through RED Sniper's head.

Merasmus looked up, spotting a Sniper robot wielding the high tech Machina rifle standing on a nearby cliff face. He sneered and prepared to shred the robot with a spell when, from inside the cave, a hail of minigun bullets tore him to pieces, a pair of robot Heavies wearing metal ushankas tromping out.

RED Demoman and RED Soldier fired at them, a crit charge going off in their guns, but a Pyro robot popped out from behind the two robot Heavies, airblasting the charged explosives back in their faces, killing them instantly.

RED Scout tried to attack the robot Spy when it killed RED Medic, but without even turning towards him, it pulled a revolver out of a panel on its wrist and shot him in the face repeatedly.

The Spy robot chuckled, twirling the revolver and putting it back into its arm compartment. It then pulled a sapper out of its chest compartment and placed it on the Dispenser, the drainage cables automatically snaking out and attaching to the device as the Spy robot placed the sapper. The Dispenser began to spark electricity as the sapper fried its circuits.

"We have some time before they respawn, Creator," the Spy robot said. "Send the invasion NOW."

Gray Mann allowed himself a cackle. It was most refreshing. "Indeed. Operation: Glue Factory is a go! FULL ATTACK!"

The robots already at the cave watched the old house in the distance, knowing the wizard and the mercenaries would be coming out of it soon. As they did, a veritable swarm of robots began to emerge from the downed tank's side ramps, ready to invade Equestria...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Equestria..._

_Mountaintop..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Gem slowly woke up, shaking her head to try and clear it. After the Bad Thing had grabbed her, she had hit her head on the side of it as she was dragged up, falling unconscious. She did a quick self-diagnostic, finding all her systems intact, and that there had been a recently healed chip on the back of her head, where she had been hurt.

Blinking, she looked around her prison. Pyro's statue, the firebug's face frozen in an expression of fright, stood near her. Cold, grayish-brown steel surrounded her, with monitors showing Ponyville in the distance. She stood up, fluffing her crystalline wings reflexively, and walked over to the monitors, frowning.

_What's going on? _she thought. _What happened?_

_Hello my creation, _said a voice in her mind. _I see you are awake._

Gem looked around fearfully, startled by the voice. _Calm yourself, _the voice said. _It's me, your father. _

_...Daddy? _Gem thought hesitantly. _Where are you?_

_I am all around you, Designate: Gem Sentry. This is my new body, _said the voice. _I have become Nightmare Clockwork now. _

Gem felt a chill of fear go through her. The Bad Thing was... Daddy?

_Indeed. We are both machine life. Superior to the organics below, _Nightmare Clockwork said.

Gem frowned. _You used to be organic, though..._

_Indeed. And where did that get me? Trapped on a distant planet, alone and unable to breath, with not even grass to graze on. If there hadn't been a Smooze well there, I would have suffocated. Ascension to alicorn cleared my head._

Gem smiled. _So you weren't always this... thing? _

_Indeed. Oh, I tried to go it alone at first. But after the first hundred years of solitude... I became unhinged._ For the briefest instant, the Nightmare's mental voice sounded almost normal, a tremor of emotion in it. _You... you cannot imagine, Gem. To be alone, to be completely, utterly ALONE... Even worse, there was nothing to build with. No food, no water... no trees, no breeze... just me and a desert stretching forever... At first, I thought the others would come... I held on for so long, my creation... I started to hate them as hope left me... I was abandoned..._

_ Daddy_... _to us, you've been gone mere moments! _Gem thought to the creature surrounding her. _The others, we didn't know... _Gem was terrified. Her Daddy was saying such horrible things...

_The fact of that did occur to me as I approached Equestria. But by that time I had already accepted a simple truth: my organics were what made me weak. From my own flesh I forged this steel. From my own will I have transcended organic weakness, and made my way back to this useless floating world. The others... They are organic. They are weak They've been holding me back. They must be eliminated, _Nightmare Clockwork intoned firmly.

_What about Mommy Pyro? _Gem asked.

_The illogical emotion of love still holds partial sway. Our connection was apparently a strong one. To rectify this, I have petrified her, so we can be together without her interfering with my logic. The others have been deemed unnecessary. _

Gem whimpered, looking nervously over at Pyro's statue. _And me? _

_ You are my creation. I will upgrade you, making you stronger than you could possibly imagine. And I will also remove all weaknesses, such as your emotions._

_ And my friends, my fellow Cutie Mark Crusaders? _Gem asked, staring at the image of Ponyville in the monitors fearfully.

_Irrelevant. They will be eliminated, _Nightmare Clockwork said coldly.

Gem shivered fearfully. This wasn't Daddy... _And what of the faceless thing ?_

_Designate: Slendermane is beyond mere flesh. I hold no shame in serving it, _Nightmare Clockwork said. _Now watch, my creation. The end of Ponyville is at hand._

A portal opened in Everfree forest, Gem realizing she was looking through Nightmare Clockwork's eyes. Gem, her infant mind unable to think of what to do, watched helplessly as the first of the robots began to emerge.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Damn," Barricade said as the portal opened. "They're coming... Your majesty, we need you to forge a forcefield around the town. The strongest you can manage! Make sure to enclose the farms, too, and make it so that only organics can get in or out."

Twilight shook her head. "But, with my added power..."

RED Spy shook his head. "All it takes is missing one Scout robot with a bomb to destroy everything, my lady," he said. "Your forcefield may be ze only thing zat saves us..."

Twilight bit her lip nervously. "A-All right," she said. She floated into the air, her wings flaring as her horn blazed. A crystalline dome of energy formed around Ponyville, engulfing the city and the surrounding farms, extending partly into the forest.

Barricade sighed. "All right," she said. "Remember what we said. FLANK them. Don't rush them down directly, their guns will tear you apart. Don't fight the Pyro bots and Heavy bots up close. Pegasi, I want you in the air, choking these things with bad weather. Unicorns, focus on traps and ranged combat, as well as healing spells. Anypony that knows reflect spells, use them."

"Zeir weapons will be rigged to prevent friendly fire," RED Spy said. "Steal zem if you can, the Doctor will try to disable zat. Break trigger guards if you need to and turn zem on ze ozzers."

"Medic," Barricade said, turning to the unicorn, "keep yourself alive at all times. Heavy, Mare-Do-Well and I are the priorities for Ubercharges."

"Jahwol," Medic said, nodding.

"Zecora, Trixie, illusions and negative effects. As many as possible. Cheerilee, try and use your plant powers to take command of every plant in the area, using them as your eyes and ears. I also want a ring of ponies around her to guard her! Flutters, focusing on evacuating the wounded and getting them to the healers. Pinkie and the Cakes, protect the foals and keep everypony's morale up! Everyone else, let's go! This is OUR town! Let's make them hurt for thinking they can take it from us!" Barricade shouted. _Oh Celestia please don't let us screw this up... _she prayed silently.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"No," Celestia said.

"W-What?!" Luna and Harbinger said, staring at the solar princess in shock.

"We will be sending no one to Ponyville," Celestia said, glaring down at the two of them.

"Tia, if we do not send help," Luna said, her expression one of confusion and horror, "then Ponyville will be destroyed!"

"No," Celestia said, shaking her head fiercely.

"Princess, this new Nightmare is the size of a dragon! It can be seen from Canterlot!" Harbinger said.

"Don't you see?" Celestia said softly, her eyes widening. "This is exactly what Slendermane wants!"

"Sister, what are you..." Luna said.

Celestia, a mad grin on her face, came up to Luna. "It wants Canterlot's defenses weak. It wants Canterlot vulnerable, so it can sneak in and grab you! This letter? Just another trick!"

"It came from Spike, your majesty," Harbinger insisted. "It has his spellflame's distinct signature!"

"Obviously a trick!" Celestia snarled. "It imitated Spike's flame to fool us! Well I'm not going to fall for it!"

"Tia..." Luna said, gently touching her sister's shoulder with a forehoof. Celestia roughly brushed it away.

"I won't fall for it! I won't allow my sister to be put into jeopardy!" Celestia said, her voice and expression growing more and more manic. "I don't care who I have to sacrifice for it! I won't let Luna be hurt, I won't let it take her, I WON'T...!"

Celestia suddenly broke out in a fit of horrid, wheezing coughs. Luna and Harbinger, badly shaken by her rant, were still at her side immediately, bracing her as she struggled to catch her breath, covering her mouth with a foreleg to try and hold off the coughs, blood bursting from her mouth and nose as she hacked violently.

After a few minutes, Celestia was able to regain her composure and catch her breath. Harbinger and Luna gently lowered her to the floor, the sun goddess staring at the blood she had coughed up.

For the briefest moment, she saw the deep crimson puddle as dark purple.

"...Take however many you need, Harbinger," Celestia said softly, her voice hoarse, cleaning herself up as best she could. "Protect Ponyville. Protect my student."

"Yes, my lady," Harbinger said softly, vanishing in a blur of indigo motion.

It was only after the Earth pony captain had left that Celestia began to cry.

"What's happening to me, Luna?" Celestia whimpered, Luna hugging her tightly and laying down next to her the moon goddess's own tears starting to flow.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight concentrated, a second, reinforcing layer of energy forming, shaping itself around Ponyville's borders. Barricade, her wings flared, ran into the forest, the BLUs flanking her, the Doctor's group, RED Spy, and the Mare-Do-Well following, other fighters running after them all. Unicorns took up a flanking line in front of the forcefield, running the fighters, their horns blazing. The pegasi took to the air, grabbing for clouds as the first of the robots came through, a massive giant Demoman robot flanked by a group of Pyro robots, spraying flame everywhere. The giant's grenade launcher sprayed grenades, blasting a path through the forest. The giant Demobot seemed to smirk as the ponies charged them, finishing reloading its grenade launcher and spraying a new burst of grenades at them.

"Scatter!" Barricade called out, the group of fighters splitting off into two and dashing into the forest. As they did, though, Mare-Do-Well kept running towards them. As the grenades bounced towards her, her horn flared with black energy, her body dissolving into shadow that absorbed the grenades just as they were about to detonate.

As the giant Demobot hastily tried to reload as Mare-Do-Well swooped towards it, gliding straight up at the last minute, dropping its bombs on the Pyrobots and destroying most of them, staggering it as it legs took heavy damage. Mare-Do-Well, still in the shadowy form, swooped down again, extending her wings and using them to slice the giant's head off.

Giant sword wielding Demobots came through the field next, accompanied by more Pyrobots. A cloud of blue mist, concentrated Poison Joke, engulfed most of the Pyros, their flamethrowers spewing whipped cream. As the Pyrobots tried to process what happened, Barricade flew in, crashing into them and crushing them, two of the giant Demobots tripping over her. As they tried to get up, several nearby trees began to attack them, pounding them mercilessly, Barricade retreating back into the forest.

The Pyrobots that still had flame attacked the trees, setting them ablaze, but a powerful rain began to pour, effectively neutralizing the robots. The Pyrobots backed away as the trees turned on them, the giant sword-wielding Demobots getting up and hacking away at the trees, trying to clear a path even as hailstones began to pound down on them.

Demoman glared at the robots, feeling mildly offended that they were cycloptic. He directed several unicorns in creating traps, using vines and fallen logs. When a giant Demobot came near, they unleashed the first one, knocking it down and sending it crashing into the others and crushing the last of the Pyrobots that had come through so far.

"Hahah!" Demoman crowed. Almost immediately, he and the other ponies attacked them, pounding away at their joints, the Demobots struggling to get up as their limbs were torn off, Earth ponies digging their hooves into their arm joints and pulling them away, unicorns burning away their optic sensors and tearing into the CPUs in their heads.

A unicorn with a book Cutie Mark suddenly fell, a bullet bursting through her head in a thin cloud of blood. The other ponies scattered, seeing a Sniperbot taking aim again, a squadron of bat-wielding Scoutbots storming through. The Sniperbot took aim at Barricade, but a lightning bolt from a pegasus took it and a couple Scoutbots coming through out.

And then they saw it.

"A Scoutbot has ze bomb!" RED Spy called out. "Focus on any bot zat has ze bomb!"

Spy, upon hearing that, immediately began looking for it. He saw the Scoutbot, moving slower than the others, with the bomb magnetized to its back. He swooped down and jammed his knife into the back of it head, the robot letting out a strangled electronic squawk and collapsing. Immediately, several Scoutbots headed back for the bomb, Spy retreating before they beat him to death. A pegasus stallion with a basketball Cutie Mark tried to stop the Scoutbots from claiming the bomb, but he was quickly overwhelmed and beaten to death.

Horse Power, imitating Barricade, crashed into the Scoutbots, smashing several of them, one of them escaping through with the bomb. He turned to follow, but Soldierbots, all with backpacks with flags extended, began pouring through the portal, shooting rockets and forcing him to flee.

The Scoutbot with the bomb, sensing an opportunity, kept running towards town. Lightning bolts rained down around him, but it ducked into the tree line, making itself harder to hit. Some ponies that were hanging towards the back tried to stop it, but other Scoutbots were flanking it, driving them off with their bats.

It reached the forcefield and bounced off it comically.

"Ah..." it said, confused for a moment.

"Do it anyway!" said another Scoutbot, a unicorn shooting its head off.

"Right," the bomb carrier said, inverting its arms to grab the bomb and turning its torso around. "Delivery mode: engaged."

Before it could drop the bomb, vines grew out of the ground, lifting him into the air and starting to pull him apart. Confused, the Scoutbot looked over, spotting Cheerilee a distance away, flanked by Twilight's guards. The Earth pony's eyes were glowing, the Scoutbot guessing that the vines currently ripping him limb from limb were her doing.

"Oh no you DON'T!" the Scoutbot declared, using its remaining limb, its right leg, to kick the bomb towards the forcefield as it dropped from its severed arms.

_BOOOOOOOOOOOOOOOOOOOM_

A massive explosion rocked the forest. Everypony looked back, concerned, only to see the double-layered forcefield holding. The Scoutbot was destroyed, and Cheerilee and the two guards were thrown back by the blast.

"Miss Cheerilee," Swift Saber said, "Are you all right?"

Cheerilee nodded, coughing. "A little shook up, but fine."

Twilight, in the center of town, shivered at the force of the blast. "You holding up, Princess?" Mr. Cake asked.

Twilight nodded, wincing. "Yeah. Just... caught me off-guard. So long as I don't take too many of those, I can keep the field up."

Mr. Cake nodded. "We're whipping up some quick snacks for the foals, trying to keep them calm," she said. "Let us know if we can do anything for you."

Twilight nodded, focusing all her attention on the double-layered forcefield as rockets began slamming into it, the Soldierbots keeping physical attackers at bay as they made their way towards the town.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_Gray's transport tank..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Interesting..." he said, his hidden Spybots broadcasting the results of the battle to him, showing him the bomb's failure to pierce the forcefield. "Fortunately, I know how to counteract this." He pulled up a console and typed some commands into it. A new bomb was produced, given to a giant Soldierbot wielding an older-styled rocket launcher that crackled with energy, a Medicbot trailing behind it. From another compartment, Engineerbots appeared and began running towards the portal.

And from another compartment, a Sentry Buster ran out, the massive bomb running on two legs towards the portal, another one following behind it.

Outside, the respawned mercenaries started to run back towards the battlefield, but RED Heavy stopped them.

"WHAT THE HELL ARE YOU DOING!?" RED Soldier said.

"This is stupid!" RED Heavy said. "We need plan! Without plan, we just get killed again!"

"I am so very open to fuckin' suggestions, big guy!" RED Scout said, hopping up and down, clearly wanting to get back into the fray.

"I have plan for us," he said, turning to RED Medic. "Doctor... we need you to do Engineer's role in this fight." He picked up one of the spare wrenches in the van and held it out to his teammate, the others having been dropped in the initial ambush.

RED Medic frowned. "But... mein Medigun..."

RED Sniper nodded, seeing the logic, popping off shots at robots, killing one of the Engineerbots and the Medicbot healing the giant Soldierbot. "He's right, Doc. Ammo and firepower are more important this time. And Engie's sentries always dominated the field."

RED Medic cursed, looking down at the PDA in his pocket and scowled. "Ach... all right," he said, putting aside his bonesaw and pocketing the wrench. He took out the PDA and began setting up a teleporter entrance.

RED Heavy nodded. "Scout, you have stupid talking sapper, you must be Spy this time," he rumbled.

RED Scout scowled. "I don't got a disguise kit or a cloaking watch, Heavy! Plus, I don't know which of Spy's knives have the piercing upgrades on it!"

RED Demoman shook his head, looking towards the portal. "Nae, lad, I think I'm gettin' where Heavy's goin' with this. He wants ye te focus on sappin' the portal so they cannae get through."

RED Heavy nodded. "Rest of us will focus on killing robots, using Dispenser for refueling ammo," he said.

RED Soldier grinned. "Good plan. Merasmus, can you give us some time to setup?"

Merasmus, though, had also figured out what RED Heavy was planning and preparing a spell.

"MONOCULUS!" he bellowed. "I SUMMON THEE! DESTROY THESE METAL MISCREANTS!"

From a portal above the battlefield, the massive, demonic eyeball appeared, roaring. It began firing its explosive eyeball missiles at the startled robot horde, scattering them wildly. The giant Soldierbot, just about to enter the portal, hesitated and turned to fight Monoculus.

Merasmus smirked. "Give me a few minutes and I can have the Horseless Headless Horsemann fighting for us as well," he said.

"Do it," RED Heavy rumbled, cursing as the Sentry Buster and three Engineerbots made their way into the portal. "The more tiny robots we kill on this side, the less they have to fight over there."

Mercenaries and wizard charged towards the portal again, firing away. Caught between the distraction of the giant eyeball and the mercenaries, the horde was quickly overwhelmed, giving Medic time to set up his equipment. But even as they did, the robots never stopped coming...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The Sentry Buster stomped through the portal, dodging the attempts to tackle it, moving fast enough to dodge the lightning being shot down at it, ignoring the laser blasts.

"SENTRY BUSTER!" RED Spy shouted, a terrified look on his face. "Keep away from it but DO NOT let it reach the town!"

"Trixie," Medic said, running up to the showmare when he guessed the mechanism's function. He created an image of Engineer's regular Sentries with his magic. "Ve need zat thing distracted."

Trixie nodded and cast an illusion, creating an image of a horde of Sentries, complete with sound.

The Sentry Buster hesitated, its orders conflicting with its primary programing to destroy nearby Sentries. After a moment of indecision, the Sentry Buster ran towards the fake Sentry nest.

As it came towards it, Trixie retreated, Zecora stepping in and casting a spell, tossing a greenish-brown mist that turned the ground beneath the Sentry Buster into a sticky marsh. Unable to get free, the simplistic Sentry Buster's AI decided to just go with its programmed course of action.

It exploded.

Both Zecora and Trixie were knocked back by the explosion, Trixie having to scramble out of the way of a Pyrobot. The fiery killing machine tried to follow her, but a kick from Berry Punch knocked its head off.

Medic ran up to Trixie, healing her. "Fraulein, are you vell?" he asked.

Trixie nodded. "Shaken and slightly stirred, Medic," she said, laughing nervously. "Trixie is afraid her illusions aren't proving as effective as they normally would be, though."

It was true. Trixie had tried to fool the Soldierbot swarm that came through with an illusion of herself as a giantess, but they simply ignored it, looking for her real body, Trixie barely managed to dodge the shots, luring them into tanglevines from Zecora.

RED Spy shook his head, worried. "He's upgraded zem..." he said. "Zey're using weapons zat zey haven't before..."

"It doesn't matter," Zecora said, coughing as she pulled herself to her feet. "Only the fight. We must protect our town this night."

"Do not strain yourself," Spy said, looking up at Nightmare Clockwork, who was patiently watching the battle from his far perch. "If my guess is right and you are my fusion partner, we may need you intact before ze night is through..."

Barricade ran up to the Doctor, who was by the portal, attempting to hack one of the rocket launchers dropped by the Soldierbots destroyed earlier.

"Anything?" she asked.

The Doctor shook his head, visibly frustrated as he tried setting after setting on his sonic screwdriver. "Nothing. Whomever this Gray Mann is, he's brilliant. I don't think I can break the friendly fire protection."

"DAMN IT!" Barricade cursed, smashing an Engineerbot as it trotted through the portal. "We need some kind of edge until our reinforcements get here! Even with the BLUs coordinating, it's still civilians versus robots and... and where are the robots?"

As the last Engineerbot was torn to pieces by Cheerilee's vines, the defenders all took stock. Ten ponies had been killed by the robots so far, the latest by the rocket barrages of the Soldierbots, but for now, the tide of robotic warriors seemed to have ebbed.

Hesitantly, Applejack went up to the portal, Barricade coming up with her. They listened in close. And from the other side, surprisingly, came a voice.

"Hey, um... pastel pony things?" said a very familiar voice. "I'm the Scout for Reliable Excavations and Demolitions. I dunno if you can hear me or not, but we're gonna try to hold them off on this side, destroy the portal machine so they can't get through. If you got any defenses, I suggest you get 'em movin.' I don't know how long it'll take these sappers to destroy the portal!"

RED Spy began laughing. "My team! MY team is fighting! Mon dieu, we may actually have a chance!"

"Let's not waste it, then!" Barricade said, just barely managing to resist the urge to laugh in relief. "All right, let's move! All wounded, find Medic and get healed! Somepony get the dead back behind the portal! Elements and BLUs, any sign of your Elements of Harmony being active?"

"None," Soldier said, growling. "The Disharmony Device is still active."

"Look for Spybots," RED Spy said. "If zis device works like you say it did, zen it must be here to be active."

Rainbow Dash thought for a moment and nodded. "Rain," she said to the gathered pegasi. "HARD rain. I want a giant downpour, one that'll muck up the ground and reveal anything invisible!"

"Won't that make it too slick for the fighters?" asked Derpy.

"Maybe," Sniper said, suddenly understanding, "But it'll reveal the Spybots. And the mud will be worse for the robots, since they're bipedal and it can get into their gears."

"Right. Let's go! I don't know how much time we have!" Rainbow Dash ordered. The gathered pegasi began stomping the clouds, rain pouring out of them and soaking the battlefield.

Another Sentry Buster tromped through the forcefield, Trixie creating an image of Engineer in his human form picking up a Sentry and running away with it, the Sentry Buster's original programming overriding its orders as it followed the illusion out a safe distance away from town and detonated.

As the rain poured down, invisible figures began to be revealed. The Spybots didn't notice at first, until one of them saw Applejack staring right at it.

"...Pay no attention to ze robot behind ze invisibility cloak?" it tried.

Applejack kicked its head off.

Revolver fire started to echo through the forest as revealed Spybots began fighting back. An older stallion went down from a shot to the head, Big Macintosh crushing the robot in retaliation. The machines were somewhat able to fight back, but were quickly getting overwhelmed.

And then the Mayor killed the right Spybot, jamming her pipe through the thing's chest. She blinked, seeing a gold, glowing device fall out of it, and then crushed it under her hoof, the golden glow fading.

Almost immediately, the Element-bearers and the BLUs felt magical power surge into them.

"FINALLY," Soldier snarled, a giddy surge going through his body as he felt his Dark Element of Love awaken. "Derpy, you up for a little rumble?"

Derpy giggled. "You know it, handsome!" she said as she powerdove towards him. Soldier blushed despite himself, a golden glow enveloping the two of them as they merged, Solderp appearing in a flash.

Heavy cackled. "Tiny flutter pony!" he called out. "Is coward killing time!"

Fluttershy nodded as she helped the last of the critically wounded behind the forcefield. She hugged Barricade as she passed by. "I'll make you proud of me, mom!" she said, flying over to Heavy. The two of them vanished in a flash of light, FlutterHeavy appearing in their place and revving up her minigun.

Barricade just smiled. "You do every day, my little Flutters," she said softly.

Rainbow Dash and Sniper looked at each other.

"Want to land, first?" he asked.

Rainbow Dash shook her head. "...I just got this weird feeling," she said, biting her lip.

Sniper chuckled, shaking his head. "Be ready to catch us, just in case," he said to the gathered pegasi, who all looked at them curiously. Sniper turned to Rainbow Dash and said, "Let's have a go at it!"

The two embraced, a swirl of rainbow magic surrounding them both. And in their place, still balanced on the cloud, was Rainbow Sniper. She looked down at the fluffy mass supporting her still, and laughed.

"Beauty!" she declared, brushing a lock of multi-colored hair out of her eye. "Not fallin' through! Bloody love magic I do!" She looked down at the portal with a wicked grin. "And I've got the absolute dream of a sniping spot." She lay down on the cloud, taking aim through her rifle. "All right you wankers. Bring it on," she declared.

Applejack and Demoman grinned at each other. "Time te start blowin' stuff up, lassie," Demoman said.

Applejack nodded, smirking. "Let's make ourselves a right big mess, Tavish," she declared, the two high-hoofing each other. For the briefest instant, as the light engulfed them, the ponies nearest them thought they could hear bagpipe music.

AppleDemo appeared as the light faded, taking a long swig from her scrumpy bottle. "Haha!" she cackled, pulling out her stickybomb launcher. "Ha'e at them, lads!" she bellowed, firing a cluster of stickies at the portal, setting a trap for whatever came through.

Scout flew down through the shield to where Pinkie Pie was watching a group of foals, grinning. "Ready to throw an ass-whuppin' party?"

Pinkie Pie giggled, hopping up and down. "You know it!" She turned to the gathered foals, and giggled. "Watch this, this is gonna be cool!"

The two high-hoofed, shouting "BONK!" In a flash of light and confetti, they vanished, Scoutie Pie appearing in their place, twirling her bat.

Zecora bit her lip, and looked to Spy, who shook his head. "Non, ma cherie," he said softly, looking over at Nightmare Clockwork, the machine monster watching the battle impassively.. "I think we should save our own fusion for ze proper moment..."

Mare-Do-Well watched in amazement as the transformations occurred. She had only seen Scoutie Pie and EngiRarity before, but she knew instinctively that there was much more firepower to be had now.

Twilight sighed in relief, glad that they finally had some real firepower. The unicorns and Cheerilee were visibly tiring from maintaining constant magical barrages, the rain a welcome relief.

Medic ran up to Barricade, grinning. "Ze tide is turning in our favor!" he crowed.

Barricade frowned, looking over at Nightmare Clockwork. "Is it?" she said softly. _Harbinger, where in blazes are you?_

Rarity and Trixie traded looks. It was good to have all the new firepower, but both of them were acutely aware of the lack of Engineer and Pyro. They both looked up to the looming, dark metal figure on the far mountaintop, praying that their friends would be returned to them safely.

"Can you still sense his thoughts?" Trixie asked. "I know that becoming a Sylvan is a temporary condition..."

Rarity nodded. "The powers are fading," she said, "but I can still sense his thoughts."

Trixie sighed. "So how is Clockwork taking our progress so far?"

Rarity shook her head. "What worries me is that he's NOT WORRIED," she said. "Something's wrong... Something's very wrong..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Nightmare Clockwork..._

_Internal cell..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_They're winning, daddy-monster, _Gem said, grinning. _They'll beat you and your meanie master!_

_Negative, my daughter, _Nightmare Clockwork said, the monotonal telepathic 'voice' managing to sound amused. _The plan proceeds apace. _

Gem stared at the walls around her, glancing over to the imprisoned form of Pyro. She strained her crystalline processors, trying to figure out what the Nightmare's plan was.

_The robots aren't meant to win, _Gem said, horrified.

_Correct, _the Nightmare said, sounding pleased. _Oh, it will certainly be a bonus, and prove Gray Mann's worth as a proxy, but his role in this play is relatively minor. The real game will begin once this battle is decided._

Gem whimpered. She saw the Wonderbolts, Changelings, and Royal Guard approaching from various directions, and prayed they'd be able to get there in time to save her friends. To save her father...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_Battlefield..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Anyone else feel a weird rush of energy just now?" RED Sniper muttered as he shot off the head of a Heavy robot.

Ethereal music played out of nowhere as a jack-o-lantern emerged from the ground, held in the hand of a skeletal, headless, armored giant. The Horseless Headless Horsemann cackled, putting the carved pumpkin on his neck and lifting his ghastly axe, charging into the onrushing robots and slashing away, removing heads with every swing.

RED Heavy, parked near the Dispenser RED Medic was maintaining, nodded in approval as his minigun sprayed bullets at the robot horde. Monoculus was still blasting away at the robots, and Merasmus's magic was keeping them even further at bay. A Sentry Buster had slipped through again, but they were managing to keep them back from the portal for the moment.

RED Medic, panting, collapsed against the Dispenser. "I zink I owe herr Engie an apology vhenever ve get him back. I never realized how HARD his job is!" he said, transferring his wrench to his other hand and flexing the one it had been in to loosen it. Oil from smashed robots stained his coat, a near constant barrage of Spybots coming after his equipment.

RED Scout appeared out of the teleporter, grumbling. "Somebody keep on those fucking archers," he muttered, heading back over to the portal, where the ten sappers he had stuck on it were still slowly draining its power. "Hurry up, Wheatley!"

"We're doing the best we bloody can, mate!" one of the sappers snapped back, irritated.

"I was afraid of that!" RED Scout snarled, glaring at the machine. He fired his scattergun at the portal machine angrily, the pellets bouncing off harmlessly. "Rassum frassum slow-ass idiot sappers being the only damn option..."

"This thing's a lot bigger than a bloody sentry gun, mate!" said another sapper, its blue glowing optic glaring at RED Scout. "We can only go so..."

An arrow pierced RED Scout through the head, the young man collapsing with an expression of pure irritation on his face.

"...er, nevermind," the sapper said, resuming it efforts at draining the portal.

"That's far funnier than it should be," RED Sniper said, shooting a hole in the torso of the Sniperbot archer that killed RED Scout.

"Less chatter more scrap metal," RED Soldier said, reloading his rocket launcher. "Focus on the Pyrobots so they don't shoot my rockets back at me."

"Or me grenades," RED Demoman said, setting up a new field of stickybombs, silently wishing he had thought to bring his Scottish Resistance launcher. He could put out a bigger field of stickybombs before they started detonating on their own.

"MORTIS LONGDISTANA!" Merasmus intoned, a swirl of sparkling green magic lancing out of his wand and melting an Engineerbot and his sentry into slag. He then held up the Bombinomicon, a spray of bombs flying out of it and tearing apart a mass of Medicbots healing a giant Heavybot. The giant Heavybot, wearing a metal ushanka, bellowed and began firing at Merasmus, its bullets swatting any thrown bombs back towards Merasmus. The wizard grimaced, teleporting away over and over, but the giant Heavybot seemed to be able to follow his every move.

Finally, the giant Heavybot went down, its head flying off as the Horsemann decapitated it. The spirit nodded to Merasmus, who resumed his own attacks, and then turned towards the carrier tank.

The Horsemann, the spirit of Silas Mann, sensed his own kin in the carrier tank. He cackled, and made a slashing motion across his throat, pointing his axe at the carrier tank.

Gray Mann scowled. "Hello uncle," he said, typing in a new command. "Go fuck yourself."

Nine bomb delivery tanks began their trek towards the portal, as two very large robots, one wearing a viking helmet, the other a crown, began stomping their way out in front of the them. And following them, each of them carrying a bomb, were twenty giant Scoutbots.

RED Sniper saw them all first. "Bloody hell..." he muttered fearfully, pulling out a jar of Jarate. "Big Scouts and NINE TANKS INCOMING! Plus I think I saw Sergeant Crits and Major Bomber with the tanks!"

"VAS?!" RED Medic shouted fearfully, looking over at the charging Scoutbots.

RED Scout appeared out of the teleporter, looking irritated. His expression turned immediately to fear when he noticed the charging giant Scoutbots.

"Holy fuck!" he shouted, pulling out a corked bottle of milk from his backpack and hurling it at the same time RED Sniper threw his Jarate jar. Both liquid containers exploded over most of the robots, the goop getting into the joints of the machines and slowing them down dramatically.

"Have monsters focus on tanks!" RED Heavy roared as he and the rest of the team began firing on the giant Scoutbots, bullets, rockets, and bombs barraging them. One by one the giants went down, five of the robots getting past them into the portal.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Equestria..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The giant Scoutbots ran faster than the others could catch them. They weren't ready for them, couldn't see them coming because of the portal. Missiles flew by harmlessly. Bullets did nothing to slow them. Bombs detonated useleslly. Thrown Jarate missed by inches. Every attack missed them as they headed straight for Twilight's barrier.

"GET AWAY FROM THE SHIELD!" Twilight shouted, the other ponies complying quickly as the Scoutbots literally leaped towards the shield, thrusting their bombs towards it.

Five powerful explosions rocked the forcefield, shattering the first barrier. Twilight screamed, a thunderbolt of agony shooting through her as she staggered, her remaining shield visibly wavering.

"Twilight!" Medic, running to her side and casting his healing beam on her. The alicorn was staggering, blood coming from her eyes, nose, and mouth. Her wings and legs were quivering, and she was gasping for breath.

"Is... is everypony all right?" she asked, shuddering as the crushing pain in her skull slowly faded under Medic's magic.

"Ja, fraulein," he said, sighing in relief as she slowly got to her hooves again. "You varned everyvun in time."

Twilight gulped hard, nodding. "Good..." she said, setting up the secondary shield again. "I don't know how many more hits of that I can take..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_Battlefield..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Merasmus, Monoculus, and the Horsemann kept up a constant assault on the tanks, bombs, exploding eye missiles, and powerful axe strikes tearing into the machines. They had managed to destroy two of the tanks, but there were still seven on the way, and they never stopped moving.

The mercenaries, meanwhile, focused their efforts on the two massive robots heading into the portal. Jarate and irradiated milk dripped from the robots, a result of RED Scout and RED Sniper's efforts, a milky mist erupting from the two giants with each hit on them, traveling to mercenaries and healing them in a similar fashion to the Dispenser.

"**FLESHIE MAGGOTS!**" the viking helmeted giant Soldierbot declared, firing another spray of missiles at them, forcing them to scatter. "**YOU WON'T STOP US!**"

**"DINNAE WASTE YUIR VOCAL CIRCUITS ON THEM, SERGEANT CRITS!**" the crown-wearing giant Demobot said, spraying grenades at RED Medic's equipment, destroying the teleporter, Sentry, Dispenser, and RED Medic in a single barrage.

"**GOOD WORK, MAJOR BOMBER!**" Sergeant Crits crowed, blowing up RED Heavy with a barrage of missiles. "**THOSE PONY MAGGOTS ARE DEAD FOR SURE, NOW!**"

Congratulating themselves, ignoring the remaining gunfire from the mercenaries, the two of them stepped through the portal.

"No... NO!" RED Spy moaned upon recognizing the two robots. "KILL ZEM!" The fusions began to fire on the robots, cutting loose with their artillery. The two large robots seemed undeterred, continuing forward as if they weren't being attacked.

"**YOU FIRST**," Sergeant Crits said, taking aim at RED Spy, cackling evilly.

And then a streak of black smoke rocketed by the two giants, setting them aflame.

"**WOT JUST HAPPENED**?" Major Bomber demanded, aiming his grenade launcher in every direction.

At which point the smoldering streaks came by again, knocking their weapons out of their hands.

"**WHAT'S HAPPENING?!**" Sergeant Crits demanded.

The smoldering streaks faded, revealing a grinning Spitfire leading a team of Wonderbolts. "Sorry we're late," she said.

"**THIS WILL'NAE SAVE YE, LASSIE!**" Major Bomber snarled, holding up a hand to block the gunfire from the fusions, reaching for his grenade launcher, only for Big Macintosh and Horse Power to rush up and kick the weapon away from him. He snarled and stomped towards it again, Sergeant Crits going for his rocket launcher as well, only for the two weapons to be lifted into the air via magical telekinesis. The two giants stared in shock, their weapons suddenly disassembling in midair.

An indigo blur appeared at Barricade's side. "What took you so damn long?" the massive pegasus said, grinning.

"Couldn't be helped," Harbinger said, watching as the unicorn guardsmen he had brought with him took the weapons apart. "The train was running slow today."

Sergeant Crits snarled angrily, clenching his metal fists, the effect made more imposing by the fact that his body was still aflame. "**MAGGOTS! WE CAN STILL FIGHT! OUR PUNCHES MAY NOT BE AS STRONG AS CAPTAIN PUNCH'S ARE, BUT WE CAN STILL KILL ALL OF YOU WITH OUR BARE METAL HANDS!**" he roared.

"Only if you get that far," said a smooth, sultry voice.

From out of the shadows of the forest came a swarm of changeling warriors, led by a smirking Queen Chrysalis. The changelings morphed, shifting in a burst of green flame and taking the shape of Soldierbots, only colored a deep, dark green. Channeling their magic through their rocket launchers, attached to their hands since they couldn't morph it as a separate object, they fired bursts of green energy that pushed the two giant robots back towards the portal.

Chrysalis, smirking, sauntered up to them.

"This town is under my protection," she declared, her horn's magic flaring. "So swears QUEEN CHRYSALIS, Mistress of the Changeling Swarm!"

A beam of intense, moldy green energy shot from her horn, shredding the two giant robots in a single blow and sending them flying back through the portal.

Back on the other side of the portal, the RED mercenaries, busy helping Merasmus and the monsters destroy the tanks rumbling towards the portal, turned in surprise as the pieces of Sergeant Crits and Major Bomber flew out in a burst of green energy.

RED Scout giggled nervously. "Okay," he said. "I guess the pretty pastel ponies actually can fight."

"Portal is damaged," RED Heavy said as he and RED Medic ran up to the group again, RED Medic setting up new equipment.

"What?" RED Soldier said. RED Heavy pointed to the portal gate, which now had several tears in the side of it from the pieces of Sergeant Crits and Major Bomber colliding with it..

RED Demoman did a quick calculation in his head. "If we focus fire on the damaged parts, with that plus what the sappers have already done..."

"Then we can destroy the portal, and cut them off," RED Soldier said, a vicious grin coming to his face. "Let's do it, maggots!"

RED Medic finished setting up a new Sentry, letting it help Merasmus fight the tanks as he pulled out his syringe gun, joining the others as they moved over to the portal and started firing on the damaged spots.

Small holes grew bigger, wires and circuits tearing and fusing together, or just outright dissolving under the constant barrage. Soon the device began sputtering and sparking, the mercenaries backing off, watching in satisfaction as the dimensional portal machine fell to pieces, the portal itself sputtering into nothing.

The remaining tanks and robots stopped, the robots looking back towards the carrier tank with worry.

Gray just stared, tapping the button to activate the portal over and over again.

"What... I don't... How did..." he stammered. "I... I just don't know what went wrong..."

He could only stare as the mercenaries began to celebrate, the remains of the robots he had brought retreating back to the carrier tank. The Horsemann again made a threatening gesture towards Gray as he tried to figure out how to salvage this situation. Attacking further would be pointless, since there was no longer a goal...

And then all his monitors began to glitch and show static. He felt a chill go up his spine, even through the life extender attached to it. He gulped hard, turning slowly, seeing Slenderman standing behind him, its tentacles waving about.

"I... I can explain..." Gray stammered as he desperately tried to think of an explanation.

Slenderman just shook its head.

"You're... you're not mad?" Gray asked, confused.

Slendermane explained, speaking in not-words inside Gray's head. And then Gray Mann began to laugh.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Equestria..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

With the Wonderbolts, changelings, and Royal Guard backing them up, the citizens of Ponyville felt a new hope start to rise. They gathered together in the positions the more military-trained ponies told them to, feeling ready to fight a new wave of robots.

And then the portal flickered out of existence.

Everypony just stared blankly.

"Is... is that it?" Big Macintosh asked.

"Did we win?" Solderp asked, confused.

"_**NEGATIVE**_," said Nightmare Clockwork, vanishing from his mountaintop and appearing where the portal used to be.

"Retreat behind the barrier!" Harbinger shouted. Everypony began rushing back, Nightmare Clockwork simply watching as they all fled behind Twilight's barrier. The Nightmare patiently waited until they were all behind the glowing barrier, and then calmly walked up to it, Twilight watching him warily. Worried, Mare-Do-Well and Chrysalis added their own magic, reinforcing Twilight's already potent forcefield.

Nightmare Clockwork reeled back and thrust his hoof forward once.

The double-layered shield exploded from the punch as if it were made of movie glass, the feedback knocking Twilight unconscious and badly dazing Chrysalis and Mare-Do-Well. Medic and the other healers ran to the three, trying to revive them.

"_**THIS UNIT HAS DESIGNATED PONYVILLE FOR DESTRUCTION. THIS UNIT HAS DESIGNATED A SLOW, SCREAMING DEATH TO BE PONYVILLE'S FATE,**_" Nightmare Clockwork declared. His drill bit horn began to spin again, a greasy black aura forming around it. "_**LET THE TERRORS OF OLD RETURN.**_"

The Doctor screamed, collapsing and clutching his head as the drums in his mind began pounding, louder than he had ever heard them before. "The drums... the DRUMS!" he moaned, his body bulging and darkening.

Harbinger turned to him, worried. "Doctor? What's going on?"

Barricade understood, though. "Step away from him!" she shouted, pulling him away as wings and a horn sprouted from the Doctor's body.

"Tick... tock..." the Doctor hissed as a mad grin came to his face. "Tick... tock..."

Rainbow Sniper and FlutterHeavy suddenly screamed, forcibly becoming unfused. Rainbow Dash, recovering quickly, managed to catch Sniper before he fell and brought him to the ground. But he was already starting to change, his body growing larger, his wings becoming bladed as a horn sprouted from his head, a twisted grin crossing his face. Heavy, meanwhile, grew larger and larger, his coat becoming ghostly pale as a horrid grin split his face, the stallion turning into a true juggernaut of a monster.

"Not again..." Cheerilee moaned as she felt several squirmy somethings beneath her skin. "Please... not again!" Vines burst from her skin in a bloody cloud as her coat started turning green, Cheerilee sobbing desperately as she tried to fight off the changes being forced on her.

"_**THIS TIME, THERE SHALL BE NO ESCAPE,**_" Nightmare Clockwork intoned, its mechanical eyes staring soullessly at the terrified ponies. "_**LET TERROR REIGN.**_"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_Battlefield..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"It seems we've a victory to celebrate," Merasmus said as he joined the mercenaries.

"Tiny portal was no match for RED team!" Heavy crowed.

"I dunno, amigos," Bombinomicon said, its red eyes looking uneasy. "Something still feels a little off..."

RED Scout cackled. "Would you relax?" he said to the book. "We just held off a massive army and saved an entire world from being invaded! I say that deserves a little..."

With a sound like one of RED Soldier's rockets firing, a hand attached to a bloody organic cable shot out of the Australium mine the portal had been attached to. It grabbed RED Scout and pulled him screaming into the darkness. The wizard, monsters, and mercenaries, taken completely off-guard, stood stunned as RED Scout was dragged away. They managed to recover quickly, though, and prepared to charge in, when RED Scout, bleeding bite marks on his skin, came running out, hiding behind the Dispenser and shivering in terror.

"It... It's ENGIE!" RED Scout stammered. "But... But he's changed, become some sorta... vagina-mouthed monster!"

"What are ye babbling about, laddie?!" RED Demoman demanded.

He got his answer far sooner than he would have liked.

"Syob ydwoh. Uoy dessim ev'I," said a disturbingly familiar voice.

"By the eldritch hosts..." Merasmus said softly.

The mercenaries whirled towards the entrance of the cave, and gasped.

RED Engineer stood there, clutching a wrench made of Australium. He held himself in an inhuman posture, his clothes tattered and dirty. His body looked relatively normal, save for the scars around his forearms and wrists, but his head had mutated dramatically. His mouth had been warped into a vertical line, rows of teeth lining either side, the fleshy gap indeed resembling a certain part of the female anatomy.

RED Soldier, reacting on instinct, fired a rocket at the Engie-creature, a crit-charge surrounding the missile. The Engie monster caught the rocket in midair, and took a bite out of it, its jaws opening horizontally to reveal even more rows of teeth and a long, prehensile tongue. Crunching up the rocket as if it were a bagel, it chuckled, a disgusting, gurgling sound.

RED Soldier gulped. "Well, I'm out of ideas. Anyone else got something?"

"Vat happened to you?" RED Medic asked softly.

"What indeed?" came Gray Mann's crowing voice. "It's interesting, really, what a thousand years trapped in an Australium mine will do to you!"

"A thousand?!" RED Sniper shouted, incredulous.

"INDEED!" Gray Mann crowed. "Forced time travel and spatial relocation! A thousand years of Australium poisoning! More even than the vaccines he created could protect him from! And now... heh. RED Scout called him a vagina-mouthed monster, let's go with that then! Gentleman, say hello to the VAGINEER! And I'm guessing he's not happy to see you..."

Vagineer took a step forward, growling. The gathered REDs reflexively took a step back. "On. Ton m'I," Vagineer said coldly.

"Engie, lad..." RED Demoman said, "We did'nae know... If we had known..."

"Em denodnaba uoy! Muinellim a rof enola em tfel uoy! Ti rof yap annog era lla'y won. Doof ym eb annog era lla'y won..." Vagineer snarled, his hands clenching tightly.

Gray Mann cackled. "But the fun's not done yet. For you see, if what Slenderman has just shown me is true, then Vagineer is about to have some powerful backup!" he crowed.

"Vhat are you babbling about!?" RED Medic snapped towards the carrier tank.

And then RED Heavy and RED Sniper began to scream, the dark magic affecting their BLU counterparts finally reaching them. Vagineer began to laugh.

RED Heavy clutched his chest, clawing at his skin desperately as his body bulged outward, his already impressive height increasing. His skin darkened and became pebbly, taking a deep green hue, becoming similar to that of a crocodile. His jaw warped, growing wider as his teeth became powerful fangs, a thick tail sprouting from his back as the REDs watched on in horror.

RED Sniper clutched his skull, screaming as a change took place inside his head.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\ /\/\/\/\/\

_RED Sniper's mindscape..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\ /\/\/\/\/\

RED Sniper looked around in confusion, finding himself standing on top of Ayer's Rock, a storm darkening the sky above him. He glanced around worriedly, one hand going back to grip his kukri knife, when a hand was placed on his shoulder, sending a chill down his spine.

"You know what I hate?" said a voice from behind RED Sniper. "Personal character growth."

RED Sniper whirled, seeing the black-clad, bearded embodiment of everything he hated about himself. "YOU!" RED Sniper shouted.

"That's right, mate," Christian Brutal Sniper said, a cruel grin on his face. "And I think I like you best right now, since you haven't gone through the same character growth BLU boy has. Which makes it so much easier to do this."

Christian Brutal Sniper snapped his fingers, a cage forming around RED Sniper.

"No... NO!" RED Sniper shouted, shaking the bars as Christian Brutal Sniper cackled, casually flipping him off as he went through the door that would allow him to take over...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Reality..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

A bloody mist surrounded RED Sniper as he changed, his clothes turning black and brown as a hazard symbol appeared on the back of his vest. A thick, black beard grew on his face as a twisted smile warped it. The Not-Sniper cackled with cruel joy, looking over at Heavy as he completed his transformation into a crocodile monster, his tail thrashing back and forth.

"Looks like Christian Brutal Sniper's making a comeback, then," he said, glad to have a body to kill with again.

Vagineer grinned and licked his lips. "Syob, yas uoy od tahw? Meht of tsom eht tae ot steg sllik tsom eht steg revemohw?" he asked, staring at the REDS as they clustered together around Merasmus. Monoculus floated above the gathering, visibly confused, while the Horsemann just hissed, brandishing his axe.

Christian Brutal Sniper snickered. "I'll handle the killin,' mates. You and the Heavydile there can eat them later if you want," he said. He giggled, and added, "Better yet. Just eat them alive. The SCREAMS will add flavor!"

Heavydile just let out a gurgling roar, sending a shiver of fear down the gathered REDs' spines.

Gray Mann cackled. "Oh, this is too delicious! My robots may have lost, but this slaughter will be well worth it!" He sat back in his chair, watching the proceedings with delight. "Come then! Let's see how many times you die at the hands of your own friends!"

_**TO BE CONTINUED...**_

_**do you think you are safe?**_

_**do you think this is just a story?**_

_**you are wrong. **_


	27. PvM Part 3: Steampunk Nightmare

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 25: Pony versus Machine**_

_**Part 3: Steampunk Nightmare**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts immediately after the events of Chapter 24. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

_ WARNING: Bloody violence in this chapter and some gore.. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Medic gulped, grinning nervously as he healed the still recovering Twilight Sparkle, her head still spinning from having her double-layered shield, reinforced by the Mare-Do-Well and Queen Chrysalis, shattered in a single blow. "...Fraulein princess, it vould be very good right now if you could wake up. Ve are in a bit of a crisis right now," he said urgently, looking over to the edge of town.

Nightmare Clockwork, Nightmare Juggernaut, Nightmare Brutality, Nightmare Doctor, and Nightmare Gardener stood on the outskirts of Ponyville, looking over the crowd with predatory eyes. The townsfolk had already begun to panic, even the ones who had first spoken up losing their nerve and running, scattering and running for their lives as the five Nightmares watched them all with amusement, leaving only the Elements of Harmony, the BLUs, Wonderbolts, Mare-Do-Well, Barricade, Minuette, Orion, Chrysalis and the Changelings, Harbinger, and the Royal Guards to face them down. And they STILL felt it wouldn't be enough.

AppleDemo frowned, gulping as she looked over the gathered Nightmares. "Lads, lassies, I hope someone has an idea at this point, because I dinnae have anything."

"C'mon, we can do this!" said one of the Wonderbolts. "There's only five of them!"

Nightmare Gardener smirked, and tapped the ground. A giant Venus flytrap grew out of the ground and snapped up the Wonderbolt in its jaws. Mare-Do-Well fired a blast of magic to free the stunt flier, who flapped high into the air in fright.

Chrysalis sneered. "You're still made of candy to my kind, little thing," she hissed.

Nightmare Gardener just smirked. "True. My body is composed of Black Morrigan. However, I learn from my mistakes. I won't be fooled again," she said, her wings sprouting thorns that dripped an acidic poison.

"HELLO AGAIN tiny ponies!" Nightmare Juggernaut rumbled, laughing as eight shadowy clones of Medic appeared behind him, training healing beams on him. He watched in amusement as the gathered fighters all began to circle around the five monsters, attempting to get into flanking positions. "Time to show you all why is good day to be giant Nightmare!"

"Tick... tock... " Nightmare Doctor intoned, staring directly at Barricade with a smirk on his face. "It seems to me that you're happier than you should be, my dear Captain."

Minuette looked back, and cringed inwardly. Barricade's face had a cruel smile on it, one that was frighteningly similar to Nightmare Doctor's. She knew why Barricade was smiling like that, and prayed that the fight wouldn't go wrong because of it...

Nightmare Clockwork surveyed his four allies. Black smoke billowed from his spinal smokestacks, his soulless eyes glowing red. He looked over his gathered allies with approval. As they had finished their transformations, he had levitated the four of them to his side, determining that a unified attack would be the best one, reducing the chance of being isolated and defeated in a freak accident.

The mechanical horror looked down at Nightmare Brutality, the blade-winged Nightmare staring at the ground. Nightmare Clockwork, concerned, stepped forward. "_**NIGHTMARE BRUTALITY. STATUS REPORT.**_"

Nightmare Brutality slowly looked up, a mad grin on his face. He flared his bladed wings... and fired a spray of kunai at the other four Nightmares.

Nightmare Doctor aged the knives to dust before they hit him. Nightmares Juggernaut and Gardener took the hits from the knives and healed them quickly. Nightmare Clockwork wasn't even hurt by the blades. They stared at him in confusion.

"Wha...?" Solderp said, confused.

Rainbow Dash suddenly grinned, understanding. "Sniper? That you?"

Nightmare Brutality nodded. "Just barely, sheila... Just barely..." he said, giggling viciously. "Brutal's out, but he's going after me RED version since he knows he can't affect me. I'm gettin' a big backwash from Brutal and RED me, though... I think.. if I keep focusing on the other Nightmares... I can keep from attacking you lot..."

"_**TREASON WILL NOT BE TOLERATED**_," Nightmare Clockwork intoned. "_**NIGHTMARE BRUTALITY, YOU ARE NOW SCHEDULED FOR TERMINATION.**_"

"Bugger off, you overgrown toaster!" Nightmare Brutality said, slashing at Nightmare Clockwork with his bladed wings, sparks flying as metal clashed on metal. The massive mechanical Nightmare didn't even flinch.

"ATTACK!" Harbinger commanded.

"Rainbow Dash, fall into formation with us!" Spitfire shouted. "We're on Clockwork!" Rainbow Dash nodded and flew into the group of Wonderbolts as they took to the air.

"_**ANTI-AIR DEFENSES ENGAGED**_," Nightmare Clockwork thundered, flaring his wings as a pair of massive rocket launcher arrays opened up on his shoulders, firing away at the Wonderbolts. Nightmare Brutality shot a spray of knives at the missiles from his wings, intercepting most of them. But several of them did hit, the injured Wonderbolts crashing to the ground or into houses. Nightmare Clockwork then opened fair with a quartet of massive chain guns, scattering the Wonderbolts formation completely.

Three Wonderbolts weren't fast enough to avoid the barrage of bullets, falling to the ground in bloody heaps that were barely recognizable as ponies. It was a testament to their unrivaled skill as fliers that more of them weren't slaughtered.

"SHIT!" Spitfire shouted, visibly frightened by the display. "FALL BACK, FALL BACK!"

The Wonderbolts scattered, heading towards the center of town with the others as Nightmare Brutality stepped forward to face his mechanical creator. A sickening grin was on his face as he confronted the massive machine.

"Better this way," the former Sniper said, "Just you and me."

"_**THE PESTS HAVE REMOVED FROM PLAY. TRAITOR DESIGNATE: NIGHTMARE BRUTALITY. YOUR TERMINATION IS IMMINENT**_," Nightmare Clockwork declared, the cold red eyes seeming furious.

Nightmare Brutality cackled. "We'll see, mate. We'll see. Now, let's see how much blood's in ya!"

As all this was going on, Chrysalis was having her own problems.

"Changelings!" Chrysalis roared, laughing viciously. "It seems that Cheerilee has fallen to darkness once more! Time to find how many bites it takes to get to the center of a Morrigan pop!"

Nightmare Gardener's tentacles lashed about, gaining the same poisonous thorns her wings had. "You're certainly welcome to try, children," she said softly. "But in the end, you will all be part of my garden."

"We shall see," Chrysalis said with a cruel smirk, several Changelings turning into Soldier robots again and opening fire, Gardener growing a wall of thick wooden vines around herself. Some of the Changelings shifted into Pyrobots and burned away the vines, only to find a small crater where Gardener had been.

The changelings looked around, trying to find where Gardener went, when vines spiked with poisonous tentacles shot out of the ground, piercing the changelings in the belly, their bodies withering like burning flowers as the poison took hold.

"NO!" Chrysalis roared, firing a powerful blast of magic at the plant monster as more vines shot out, some snapping changeling necks, others injecting them with their powerful, rotting poison.

Chrysalis had seen her children die before. She had FELT them die before. Fallen in battle to ponies, minotaurs and griffons. Dying from starvation, Chrysalis unable to sustain them. But this... this had nothing to do with battle, or the simple fight to survive. This was butchery. A cruel monstrosity killing her children, each death a dagger of ice in her heart.

For the first time in her life, Chrysalis knew what her victims felt. And it pained her in ways she couldn't even begin to describe.

"FALL BACK!" Chrysalis shrieked, tears in her eyes. "GET AWAY FROM HER! LET ME FIGHT HER ALONE!"

"My queen?" hissed one of the drones. A twinge of worry went through its head a moment before a poisonous vine did, the changeling dying in choking agony.

"NO!" Chrysalis shrieked. "RUN!"

The other changelings, frightened and confused, backed away from Nightmare Gardener, but not before more toxic vines burst out of the ground, killing five more changelings.

"Damn you," Chrysalis hissed, tears in her eyes. The unfamiliar feelings of grief and sorrow were burning in her heart, fueling her rising anger. Her eyes glowed and her horn flared. "I swear on everything I am that you will never stop screaming!"

The other fights weren't going anywhere near as good as the others were. Nightmare Juggernaut had immediately manifested his minigun, the weapon bursting from his chest in a bloody cloud, one of his shadow Medics giving him a Kritzkrieg charge. AppleDemo, Scoutie Pie, and Solderp were torn apart by the demonic bullets, their bodies splitting into their component parts. Applejack, Demoman, Scout, Pinkie Pie, Soldier, and Derpy were barely able to retreat in time, Mare-Do-Well throwing up a magikinetic shield to protect them as they retreated, the Spies, Zecora, Trixie, Medic, and Fluttershy falling back with them, unable to bring anything to match the Nightmare's sheer power.

Nightmare Juggernaut cackled. "Tiny little superhero!" he bellowed. "Do you think you can beat me? HA! You are so small! Is FUNNY to me!"

Mare-Do-Well snorted. "Doesn't matter if I think I can or not," she said. And privately, she didn't really think she could. "I HAVE to stop you. No one else dies."

Nightmare Juggernaut snickered. "You aren't even a real alicorn. You're a zombie that Celestia forgave. I have EIGHT Shadow Medics, four with Kritzkrieg powers, four with Ubercharges. What hope do you have against me?"

Mare-Do-Well closed her eyes, remembering all the centuries of guilt in Sunnytown. She remembered her shame at being unable to help Ruby, who had moved on, finally at peace. She remembered the relief she felt at finally being free of Sunnytown. She remembered the faces of everypony she had helped ever since taking up superheroics actively.

"Only a fool's hope," Mare-Do-Well said firmly, her eyes determined. "And sometimes, hope is all you need."

Nightmare Juggernaut stared at her for a moment and chuckled. "I see now... You, Trixie, and Pyro... You're all Elements of Hope. It makes sense, really. Superheroes do have that inspiring quality," he said. His eyes began glowing. "I'll just have to take away that hope."

Mare-Do-Well blinked at him, confused... and then felt a familiar pain crawling up her hooves. She looked down and gasped, seeing her body starting to rot, zombification setting in again.

"No... NO!" Mare-Do-Well shrieked, jumping back, the rot vanishing instantly. She looked up, and saw a glowing aura surrounding Nightmare Juggernaut's horn.

"A tiny spell aura for you," Nightmare Juggernaut said, smirking. "It reinstates curses. The magic is similar to what my giant mechanical brother used to bring us back to our true forms." He chuckled, a deep, deadly rumble. "I hope your long range combat spells are useful, tiny superhero. Otherwise, I think you're in a bit of trouble."

Mare-Do-Well shivered, slowly backing away as Nightmare Juggernaut stomped forward.

Barricade, Harbinger, and Twilight faced off against Nightmare Doctor, the evil alicorn slowly backing away from the princess and the two Captains. Orion, Minuette, and the Royal Guards had tried to help, but every time they approached the time manipulating Nightmare, they would be aged or de-aged into helplessness, forced to retreat out of the area of effect and let their bodies return to normal. They fled to protect the other civilians, leaving only Barricade, Harbinger, and Twilight.

"Well this isn't quite fair, now is it?" Nightmare Doctor said, smirking.

"No less than you deserve," Barricade muttered, Twilight and Harbinger casting her a worried look.

"There's that anger again," Nightmare Doctor said, giggling wickedly. "Did you know, Harbinger, that after Engie was taken by the Weeping Angel, she forbade me from active participation in anything other than battles? Told me to give up all intel on my old enemies?"

Harbinger blinked, looking to Twilight for confirmation. Twilight just nodded, frowning.

"But there was no cause to even think they may come back," Harbinger said softly.

"You've seen how much trouble they caused," Barricade barked, unable to bring herself to look at Harbinger, her former teacher. "You remember the nightmares we went through cleaning up the Master's attempt to release everything in Tartarus! The Cyberponies! The FEARS! He's said it himself that his enemies are unusually persistent! HE SHOULD HAVE THOUGHT OF IT!"

"Nevertheless," Harbinger said, glaring at her. "All of those threats are under lock and key greater than the kind the Doctor's had available in the past, or eliminated outright, like Ben and the Empty City. If there WAS a danger of them escaping, then we would have seen signs of more than one Weeping Angel. I've taught you better than this, Barricade."

Nightmare Doctor grinned cruelly. "It's about Jeff, isn't it?"

Barricade and Harbinger flinched, Twilight giving them a curious look. "That's it, isn't it?" Nightmare Doctor asked, laughing. "You still haven't forgiven me for what Jeff the Killer did!" He cackled viciously. "I'm honestly quite amazed you restrained yourself for so long. Well done! But oh, you were just LOOKING for an excuse to sanction me, weren't you?"

Tears began flowing down Barricade's face as she glared at the Doctor-turned-Nightmare. "Your fault..." she said through gritted teeth. "We had him..."

Nightmare Doctor snickered, his mane reaching out and touching all the remaining combatants. "Storytime!" he sang as the memory of Barricade's shame was played back to them. It took naught but an instant for them to relive, but for Barricade, an instant was too much...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The past..._

_Canterlot..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Lieutenant Barricade pawed the ground nervously as her unit gathered just outside the dirty old warehouse. Once all seven members of her pegasus squad were in place, she nodded. "All right, ponies. We've been chasing this lunatic for months," she said in a quiet voice. "But now we have him cornered. Fan out. Flanking positions. I go in the front. One way or another, Jeff the Killer gets taken down tonight. Let's get this done."

The guards nodded, their eyes determined and set. They started to move out, when a brown Earth pony with a bow tie around his neck and an hourglass Cutie Mark ran up to them.

"Wait, wait just a moment!" the Doctor said, running up to the group of guards.

Barricade growled. "Not now, Doctor," she said.

"Let me talk to him," the Doctor insisted.

"WHAT?!" Barricade hissed, barely managing to keep herself from shouting.

"You have to give me a chance to talk to him, to get him to surrender," the Doctor said. "If I can talk him down..."

"Jeff the Killer has brutally murdered and mutilated forty-three ponies," Barricade bristled, fastening her infamous Glare upon the Doctor. It took everything the Doctor had not to rear up in fright. "Jeff is a lunatic, one who's been running free for too damn long," she said. "And you want to TALK to this monster?"

"Please, Lieutenant," the Doctor said, his expression pleading. "There's been enough death. We can end it here, yes, but you have to let me try to talk him down."

"You can't save everyone, Doctor," Barricade snarled. "And quite frankly, the fact that you're willing to try to save this abomination is disgusting."

"Someone has to try," the Doctor said. "If nothing else, you can use me as a distraction to capture him. But please, let me try to talk to him. Do you honestly want to risk your troops in a fight against him? After what he did to his last pegasus victims?"

That gave Barricade pause. She pawed the ground again with her hoof, and nodded. "...All right," she said. "You get one chance, Doctor. If it doesn't work, we're coming in full force."

The Doctor smiled. "Thank you," he said. "I promise, you won't regret this."

Barricade just snorted. She motioned to her unit, who dispersed and began to fly into position, heading in through the roof and windows, making their way towards the center of the warehouse. The Doctor took a deep breath to calm himself, put on his most winning smile, and sauntered into the building through the front door.

After a brief trip through some badly lit hallways, he came out into the center storage area of the warehouse. Several tables, many rigged with restraints, others littered with various bloodied cutting implements, lined the room. A small living area was in one corner of the warehouse, the walls lined with newspaper clippings of the various murders, forming a trophy wall of sorts.

And leaning casually on one of the tables, a smirk on his hideous face, was Jeff the Killer.

The unicorn had a mottled, grayish-white coat that was stained red in places. His eyes were unsettling and shadowed, his mouth too wide and bloodied at the ends. His mane and tail were matted, black and stringy, his mane shadowing his ghostly, almost luminescent white eyes even further. And most disturbing of all was his Cutie Mark, a long, bloody gash with the skin pulled away to reveal blood and bone, the image so realistic that it looked like a real wound rather than just a mark on his fur.

"Well well," Jeff said in a deep, hissing voice. "The famous Doctor. I saw news reports of how you exorcized that ghost-thing, Ben. Well done. You even managed to purify his evil spirit."

"He wasn't really evil," the Doctor said, smiling. "Just lonely. Kind of like yourself."

Jeff blinked. "Me? Lonely? Interesting concept, Doc. Where'd you get that idea from?"

"I know how you got your name, Jester," the Doctor said, Jeff flinching at the use of his real name. "I know what those colts did to you, why your face is the way it is right now."

Jeff's eyes narrowed. "Ah... that..." he said softly. "Yeah, that wasn't exactly a good point in my life."

The Doctor briefly glanced upwards, seeing Barricade and her unit taking positions in the shadows and rafters near the roof, the much larger Barricade staying airborne so her weight didn't make the rafters creak. "You don't have to keep taking out your anger over what happened on everypony else, Jeff. Surrender. I can make sure that you get the help you need," he said.

Jeff lowered his head. "The help I need..." he said softly, contemplatively, closing his eyes.

The Doctor bit his lip and took a chance. "Jeff... It has to stop here. The killing has to stop here. Let us help you. There's still hope. But you just have to surrender," he said, walking up to Jeff and gently placing a hoof on his shoulder.

_I'll be damned, _Barricade thought, smirking a little. _He just may do it..._

"Doctor..." Jeff said softly. "There's just one thing..."

The Doctor nodded. "Yes? What is it?"

Jeff grinned cruelly. "You've already given me the help I need..." he said softly. "You got the Lieutenant and her unit right where I want them." Before the Doctor, Barricade, or anypony else could react, Jeff's head shot up, his horn glowing blood red energy. "GO TO SLEEP!" he intoned.

Spell-glyphs appeared on the ceiling, lining the roof end to end. Each glyph exploded, engulfing the pegasi guards in magical energy that forced their minds to shut down, going to sleep as Jeff's spell intended. All eight pegasi fell to the ground with a crash, Jeff cackling as the Doctor watched in horror.

"Some ponies might say, 'why put trap glyphs on the ceiling, Jeff? It seems like a waste of magic.' After I pulled their intestines out just for laughs, I'd say, 'It's not wasteful, it's cautious! After all, some cops fly.' Heheh," Jeff cackled as the Doctor ran to check on the fallen pegasi.

"Damn you, you didn't have to do this! I can help you, but only if you let me!" the Doctor said, pulling his sonic screwdriver out of his collar and scanning the guards, checking for vitals.

Jeff smirked, levitating up a sledgehammer. "That's always been your problem, Doctor. You've never been able to accept that someponies are just evil, and enjoy being so," he said, clubbing the Doctor unconscious with a single blow. He chuckled softly. "Ah, what a day."

When Barricade and the Doctor woke up, they were both manacled to a table. Jeff, the Doctor's screwdriver tucked behind one ear like a pencil, smiled at Barricade, putting clips on her eyelids to force them open. She reflexively tried to close them, the clips holding her eyelids back.

"What... what are you doing?" Barricade demanded, her voice slurred from the effects of the sleep spell still wearing off. She looked around, seeing the Doctor gagged and blindfolded, and all seven of her troops bound in a fashion similar to her.

Jeff chortled. "What am I doing? That should be obvious. I'm going for an even fifty on my body count," he said.

Barricade gasped and tried to struggle free, but the way she was bound gave her no leverage to move her limbs. Even her wings were strapped down. Every movement tightened her bonds, the massive pegasus expertly strapped down.

"Don't you dare!" Barricade demanded, trying to affix her Glare on Jeff. She couldn't manage it fully, but it was enough to make Jeff flinch when she turned her face towards him. He just smirked, playfully poking her in the nose.

"The Doctor is blinded as a metaphor for the fact that he refuses to see the truth about someponies," Jeff said. "He's gagged because... well, his heroic pronouncements get tedious from time to time, really. As for you, my dear Lieutenant... You got careless." He grinned viciously, levitating a knife and turning one of the tables with a guard strapped down on it towards Barricade. "So you get to watch."

"No... NO!" Barricade shouted as Jeff brought the knife to the guard's belly and slowly, ever so slowly, began to carve.

Jeff took his time with the seven guards. He made it hurt. He peeled away skin, pulled out organs or just crushed them outright. He rubbed salt in wounds and made his victims eat the contents of the voided bowels of the one that died before him or her. He made sure each guard lived a good long time through their torture, savaging their bodies with his knife, bringing them close enough to Barricade so that she would get sprayed by their blood.

Barricade screamed. She threatened him at first. But as the torture went on, her threats turned to begging and pleading, and finally to agonized sobbing as she watched her unit get butchered, unable to close her eyes to the horror Jeff the Killer was putting on for her with a showpony's flare.

When he was done, the seven well-trained pegasus guards were little more than chopped up piles of meat. Jeff casually tossed the knife over his shoulder. Barricade could only stare at the ruin of her troops, tears streaming down her face. She'd worked with them, trained them personally, gotten to know their families...

...and now...

"Well, that was fun," Jeff the Killer said, chuckling. "But now, I think it's time to go. I'll let Captain Harbinger know where you two are." He calmly unclipped Barricade's eyes, the massive pegasus blinking reflexively, unable to take her eyes off of the wreckage of her troops. He also removed the Doctor's gag and blindfold, letting him see the horror he had only heard. Jeff casually stuffed the sonic screwdriver in the Doctor's collar and sauntered out of the warehouse.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The present..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The memory faded as quickly as it appeared.

"Oh what hells you've seen, family-size," Chrysalis said softly, briefly glancing over to Barricade, never taking her attention away from Nightmare Gardener for more than a moment. She was moderately shaken, something about what Jeff did offensive even to a parasite like her.

"And here I thought Gray Hoof was a lunatic," the visibly rattled Mare-Do-Well muttered, briefly glaring at the grinning Nightmare Doctor. Her opponent regarded Barricade with an appraising eye, Nightmare Juggernaut smirking a little.

Nightmare Brutality said nothing. This Jeff lunatic reminded him far too much of Medic when he got someone on his table and was given free reign to do what he wanted.

"Barricade..." Twilight said softly, visibly shaken by what she had seen. "Oh, Barricade, Barricade..."

"I had no idea it had been that bad for you," Harbinger said softly.

Barricade was staring at the ground. Tears flowed steadily from her eyes, an agonized expression on her face. "All your fault..." she said, her booming voice reduced to almost a whimper. "We had him... If you hadn't tried to interfere, we could have ambushed him before he activated the trap glyphs... You promised me I wouldn't regret it, but I've regretted it ever since... It's your fault... ALL YOUR FAULT!"

"It gets better," the twisted monster that used to be the Doctor said, rubbing the metaphorical salt in the reopened wound Barricade was suffering from. "Shortly after that, Jack, River and I caught Jeff all on our own, without the help of the Royal Guard. No muss, no fuss. Because I'm clever and she's not, Barricade was denied everything, even her revenge!"

"So very sad, what you've been through..." Nightmare Juggernaut said, his eyes glowing. Barricade froze, the Nightmare's powerful hypnotic voice piercing straight into her thoughts, left vulnerable by experiencing the traumatic memory.

"Barricade... no!" Harbinger shouted, realizing what was happening. "Fight him!"

"I AM YOUR OPPONENT, JUGGERNAUT!" Mare-Do-Well shouted, charging up a massive spell.

"So very sad... Your entire unit butchered because clever Doctor had to try and save Jeff," Nightmare Juggernaut said, a cruel grin crossing his monstrous face. "All because the Doctor didn't let you do your work. The upstart. Doesn't it make you mad?"

A low growl came from Barricade's throat. The other Nightmares, save for the impassive Clockwork, smirked. Nightmare Juggernaut chuckled. "Doesn't it make you furious? The Doctor gets your troops killed... and then just goes right ahead and captures him as if it were nothing."

"Damn you..." Barricade said, her face becoming a mask of rage as Juggernaut's spell took hold of her.

"So show him how much you hate him. Let him experience your WRATH," Nightmare Juggernaut said. Seven ancient runes flashed around his body, Twilight recognizing them as being emblematic of the Seven Deadly Sins. One of them, the symbol for Wrath, shot out and infused itself into Barricade just as Mare-Do-Well unleashed her spell, a massive lightning bolt that knocked him back several feet. Nightmare Juggernaut, his face smoldering, just smirked.

"Too late," Nightmare Doctor said, grinning savagely. Barricade's mane and coat darkened several shades. She let out a bellow of fury and charged the time manipulating alicorn at full speed. Nightmare Doctor smirked, sending tendrils of time towards her, intent on aging her into dust...

Twilight tackled Nightmare Doctor at the same time Harbinger grabbed the charging behemoth of a pegasus and tossed her out of the way. Twilight felt the age spell trying to affect her, but her alicorn body's powerful magical aura resisted it.

Twilight quickly backed away as she felt the aging aura tickling at her body. She quickly looked herself over, seeing no signs of the aging, and shivered softly, staring at the Nightmare as he picked himself up.

"And so it's just us now, my princess," the mad Doctor said, grinning viciously. "Let's see if you can beat me before you run out of time."

"No one else is getting hurt, Doctor," Twilight said, her horn blazing. "We're going to stop you all, and restore you to normal."

"I rather doubt that," Nightmare Doctor said smirking. "But go ahead and try. It should be fun."

Over with Barricade and Harbinger, the larger pegasus threw off Harbinger, letting out a bellow. "GET OUT OF MY WAY, HARBINGER!" she roared. "HE'S MINE!"

_I am getting too damn old for this shit, _Harbinger thought, wincing as he picked himself up, using the tree he had been slammed up against to brace himself. "I can't let you do that, Barricade. You're not thinking straight."

"Don't care," Barricade said, breathing heavily as she glared at Harbinger. "I have to kill him. I have to make him pay for getting my unit killed. If he hadn't interfered, we would have caught Jeff. If he had given the mercenaries intel on the Weeping Angels, they wouldn't have lost Engineer. It's his fault. It's ALL HIS FAULT, and I'M GONNA MAKE HIM HURT FOR IT!"

Harbinger closed his eyes softly. _By the stars, Barricade... How long has this guilt been nagging at you? _He opened his eyes, and said, "No. If you attack him in your current state of mind, Nightmare Doctor will kill you in seconds. Alongside Shining Armor, you were one of my best students, Barricade. I will not allow that to happen."

Barricade chuckled viciously. "Who the fuck do you think I am? I've taken down far tougher than you, you old bastard!" she snarled. "I'm going to get my revenge, and if I have to go through you to do it, I WILL!"

Harbinger sighed, his eyes becoming hard. "So be it," he said. He vanished in a blur, an indigo tornado forming around Barricade as the berserk pegasus was pounded over and over by kicks from the older Captain. Barricade, in a full rage, barely flinched with each hit. With a roar, she lashed out with her hooves, catching Harbinger by sheer accident.

The force of the blow plus his own speed hit Harbinger hard. He felt ribs crack under the impact of Barricade's hooves, flying off and slamming into a building. Wincing, he pulled himself to his feet, glancing nervously over at Barricade as she snorted, pawing the ground with her hooves like a bull about to charge.

The massive captain was different from most pegasi. A birth defect left her with solid bones as opposed to the hollow bones common to her species. She also grew larger than most pegasi, her natural weight making her a slow, clumsy flier, but an extremely powerful fighter. Harbinger, the stabbing pain in his chest from his broken ribs making it hard to get a full breath, was well aware of this. And even with her slow flight, it was still an advantage for the rampaging captain.

_This... may be more difficult than originally planned, _Harbinger thought worriedly. _Barricade's gone berserk. If I fight her all out, I might kill her. If I don't go all out, she'll kill me and the corrupted Doctor will kill her! I can't think of an out for this! What do I do?!_

Nightmare Doctor smirked as he glanced over at the fight between the two captains, he and Twilight slowly circling each other. "My my," he said. "So much going on. So much backstory coming out, eh?"

Twilight just stared at him, frowning. "What happened to Jeff?" she asked, partly out of curiosity, partly to stall for time so she could think of a plan.

The Time Lord turned Nightmare snickered. "Your Princess Celestia saw fit to rebuild the Penance Ward of our treasonous sister, Nightmare Moon." At Twilight's gasp, the corrupted Doctor laughed. "Oh yes! To punish Jeff for his crimes, Princess Celestia brought back one of the most feared facilities used by Nightmare Moon during her assault on Canterlot!"

Twilight Sparkle shivered. She had read about the Penance Ward in history books, but had privately believed it not to be real. To hear that something so horrific actually existed...

Nightmare Doctor sneered. "History is full of atrocities," he said, his mane flaring. "Tirek's assault on Dream Valley, Crunch the Rock Beast, Grogar and his kingdom of Tambelon, the unrelenting Daleks, and of course, dear old Jeff..." Nightmare Doctor's mane began to grow, taking on the shapes of the horrors he had mentioned. Shadowy copies of the demonic centaur, the massive Diamond Dog god, the goat warlock, the sadistic aliens, and the horrible, grinning murderer slowly crawled out of the mad Doctor's mane, partially attacked to him still. The eyes of each of the five shadow monsters glowed wickedly as Nightmare Doctor laughed.

"Let me show you just how horrible these atrocities of old truly were," the nightmarish horror the Doctor had become said, his shadowy familiars cackling viciously, the phantom Daleks chanting "EXTERMINE!" over and over again.

Twilight flared her wings, taking to the air, gulping nervously as she backed away slowly. _I've never been in a situation this bad before... Sombra, Discord, Nightmare Moon, there was always an obvious way to win, even if I had to look for it! But its too dangerous for the others to fight, meaning no Elements of Harmony to use against him. What do I do?!_

Mare-Do-Well, for her part, was growing more and more frustrated as she battled with Nightmare Juggernaut. She leaped and dodged about, firing magical blast after magical blast. The ones that didn't just bounce off his purple-armored body when he was UberCharged were healed within seconds. And throughout the whole barrage, the massive Nightmare just watched her, a smirk on his face as he made sure he was facing her constantly. Every time she managed to kill a shadow medic, Nightmare Juggernaut would just restore it.

After a moment, Mare-Do-Well stopped. She glared at Nightmare Juggernaut, who was actually sitting down now, a smirk on his face.

"Aren't you even going to fight?" she demanded, panting for breath, her wings drooping.

The massive Nightmare smirked. "No. I am going to wait until you get too tired to move. Then I will move in close to you, allowing the curse restoring aura I placed around myself to turn you back into a zombie. Then I will crush your skull, ending your life," he rumbled.

Mare-Do-Well snorted, flaring her wings as best she could. "It won't be that easy," she declared.

Nightmare Juggernaut raised an eyebrow in amusement. "You are spewing magic more wildly than Pyro spews flames when she's in a rage. You're clearly an amateur at using magic, and its draining you much faster than it should. And even without that waste of power you are making far too many unnecessary movements. It's a testament to your false alicorn form's stamina that you aren't crippled by exhaustion already," he said. "No, I don't think I'll have a problem killing you. I can afford to be patient."

Mare-Do-Well stared at him, slowly catching her breath. _He's right... I'm still too inexperienced at being an alicorn, and have only been in it sporadically since I revealed my identity to the Manehattan police so I could join them and make my heroics legal. I don't know anything about magic beyond zapping and magical telekinesis. And he... he's just too strong! I can't fight him like this! What do I do?!_

Chrysalis snarled, lunging in on Nightmare Gardener, who simply dissolved into a cloud of leaves and vanished.

"Hiding won't save you," the Changeling Queen growled, looking around for her opponent. "I can smell your emotions. I can feel your amusement."

"So you can," Nightmare Gardener said, cackling, her voice echoing from all directions. "But really, now..."

"BE SILENT!" Chrysalis roared. "Show yourself, demon pony! Pawn of the Child of Krastos! Face me honorably!"

The thing that used to be Cheerilee snickered, and began to sing. "You don't know what your messin' with..."

Chrysalis gagged inwardly. _A villain song? Now? At least I had the common sense to sing mine only in my head when I was walking up the isle at that wedding debacle..._

"You got no idea!" Nightmare Gardener sang. "You don't know what your lookin' at..."

_Where are you? _Chrysalis thought, sniffing the air. Something was wrong. The direction the emotions were coming from was... no, it couldn't be.

"...when you're lookin' here!" the plant monstrosity sang. "You don't know what you're up against! No no way no how! You don't know what you're lookin' at!"

_It is... _Chrysalis thought with growing horror as she sensed the building excitement of her foe. _It's beneath me!_

The ground erupted, poison-thorned vines wrapping around the Changeling Queen before she could react, binding her wings and legs, lifting her high up into the air. Rising up into the air with her was a massive, green and purple plant pod. Once they were high above Ponyville, the pod opened up, revealing a huge jaw with massive, dripping teeth. Inside the upper jaw of the plant's massive, horrid-fanged jaws was Cheerilee's real body, her body twisted in an agonizing position, vines growing out through her skin, fusing her to the pod.

"BUT I'M GONNA TELL YOU NOW!" the monster flytrap roared, leaning in to bite Chrysalis's head off. Chrysalis flared her horn's magic, burning away the vines trying to wrap around it. She cast out a wave of magikinesis to hold the jaws open. Acidic drool dripped down on to her carapace, Chrysalis wincing and quickly extending the magikinetic shield around her entire body.

_This is INSANE! _Chrysalis thought frantically as she fought for her life, Nightmare Gardener's massive flytrap jaws chomping hard on the forcefield, the Changeling Queen just barely able to keep it solid under the pressure and the acidic drool. _How could I lose control so quickly?! DAMN this wretched plant pony, and damn Slendermane for creating such a beast! Wretched creature! Her body's too altered for me to simply eat, and I'm barely keeping this thing from eating me! I... I can't think of a plan! What do I do?!_

The still stable part of Nightmare Brutality's mind was more than a little worried. Barricade's strikes were borderline lethal, Harbinger barely keeping ahead of them. Twilight was facing off against phantom versions of some of the most horrific parts of Equestrian history. Mare-Do-Well found herself at a stalemate with Nightmare Juggernaut, who had the patience of the Grim Reaper. Chrysalis was trying very hard not to be eaten by a creature she and her kind had eaten last time.

As for Brutality himself?

He had to deal with this giant mechanical wanker in front of him, the one who turned him back into his Nightmare state to begin with.

"How'd you make me a Nightmare again, anyway?" Nightmare Brutality asked, flaring his sword-like feathers. "Nightmare Moon brought me out, not old Slenderbritches."

Nightmare Clockwork stared at him impassively. "_**IT IS AS DESIGNATE: NIGHTMARE JUGGERNAUT STATED. THIS UNIT SIMPLY CAST A SPELL TO REINSTATE THE CURSED FORMS THAT FIVE SPECIFIC PONIES HAD BEEN UNDER RECENTLY. SMOOZE NEED NOT HAVE BEEN THE CAUSE OF IT.**_"

"Beauty," Nightmare Brutality muttered. "So what now, then? You haven't attacked yet."

"_**THERE IS NO NEED TO, TRAITOR DESIGNATE: NIGHTMARE BRUTALITY,**_" Nightmare Clockwork said. "_**YOU ARE INCAPABLE OF HARMING ME IN AN WAY, SHAPE, OR FORM.**_"

"We'll see, mate," the bladed Nightmare said with a vicious smirk. His horn flared, and a massive array of blades shot up from the ground right underneath Nightmare Clockwork, each sharper than the ones he used on Barricade. Each blade serrated and designed to gore a pony completely.

The blades curved or broke outright the moment they impacted

The look on Nightmare Brutality's face would have been comical if it weren't for the fact that Nightmare Clockwork struck him in said face moments later.

"_**YOU ARE INFERIOR,**_" Nightmare Clockwork said, firing rockets that homed in on Nightmare Brutality and battered him ruthlessly.

"_**I AM SUPERIOR.**_"

Without letting him fall, Nightmare Clockwork sprouted a pair of massive chainguns and fired them, Nightmare Brutality flying further into the air, purplish blood starting to gush from his mouth.

"_**YOUR EFFORTS ARE IN VAIN.**_"

The barrage stopped, Nightmare Brutality slowly falling to the earth, dark blue blood training from his wounds. He tried to will himself to heal, but before he could, Nightmare Clockwork juggled him again, powerful lasers from his eyes searing into him, vaporizing the roofs of several buildings behind him.

"_**ALL WILL FALL. NIGHTMARES WILL REIGN. AND YOUR CHILDREN SHALL BE OUR MASTER'S FOOD.**_"

Nightmare Brutality staggered, coughing violently, his body smoldering, wondering what sort of sick god would render him so ineffective after getting this power. _This is bloody insane, _he muttered inwardly. _I can feel it. I can feel Christian Brutal Sniper suppressing RED Sniper. If it weren't for me own willpower, he'd have gotten me too when he got the strength boost from that Curse Renewal magic Clocky here used on us. I... I can't think of a plan to kill this wanker and get Engie back. I can't think of ANY kind of plan! What do I do?!_

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_Secret Australium mine..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Heavydile roared in defiance as he charged the gathered mercenaries, rockets, pipe bombs, and magical blasts bouncing off his thick, leathery hide, Christian Brutal Sniper leaping up on his scaly, thickly spined back and riding him.

"Let's have a go at it!" CBS crowed, pulling a modified bazooka out of thin air and firing barrages of bowie knives from it, forcing the mercenaries to retreat. RED Soldier and RED Demoman fired their own weapons in response, but the projectiles just exploded harmlessly off of Heavydile's chest.

RED Scout tried to run around to shoot the massive creature in the back, but with a sound like a rocket firing, Vagineer's fist shot from his wrist, attached to a bloody, organic cable. Vagineer let out a warped cackle, slamming RED Scout headfirst into the ground and dragging him back towards him, Vagineer driving his knee into the young man's face, knocking him up into the air. He then brought his Australium wrench down hard on RED Scout's back, the young man letting out a yelp of agony as he was slammed down into the ground again.

He tried to bring his scattergun to bear, but Vagineer just swatted it out of his hands. The only thing that saved him from being attacked any further was Monoculus firing a barrage of eye missiles at the monstrosity that forced him to retreat, RED Scout scampering out of the way.

"Diputs llabeye!" the monster said, brandishing his Australium wrench. He thrust his ungloved fist up at the creature, the forearm and hand shooting out of his arm in a bloody cloud with the sound of a rocket firing. The forearm shot up and struck Monoculus with enough force to push it back, the floating eyeball's gaze widening in surprise from the impact. With a shrill cry, Vagineer leaped up to Monoculus landing on top of it, the giant eye spinning and twirling desperately, firing eyeball rockets at random as it tried to shake Vagineer off. The warped monstrosity regenerated the had it had fired and dug it into the flesh just underneath its eyelid, growing sharp, bladed talons on his fingers. Monoculus let out a scream of agony that would haunt the humans there for weeks.

RED Scout shuddered at the sound, and ran to pick up his dropped scattergun. Before he could reach it, though Christian Brutal Sniper leaped off of Heavydile's shoulders and tackled him to the ground.

The mad thing that used to be the stoic RED Sniper grinned savagely, brandishing a massive bushwacka of a knife. "Let's see how much blood's in ya!" he said, starting to roughly hack away at RED Scout, bloody chunks flying off of his body as CBS cackled in mad glee.

The others barely noticed, focusing their efforts on Heavydile. The massive crocodile man roared savagely, his thick tail lashing back and forth. RED Soldier's rockets, RED Demoman's bombs, and Merasmus's spells just seemed to enrage the creature, RED Medic desperately trying to build up an UberCharge. Any attempts he made to set up a Sentry using RED Engineer's toolkit were just smashed outright.

"This is nuts!" RED Soldier said, slowly backing away as he hastily reloaded his rocket launcher. "This maggot isn't taking any damage at all!"

"Keep firing!" RED Demoman said. "We cannae let these beasties get back te Teufort!"

The Horseless Headless Horsemann leaped at Heavydile from behind, swinging its massive axe at the creature's neck. Heavydile was knocked back by the powerful blow, his scales showing a slight scratch, but he was otherwise unharmed. The Horsemann charged, ramming his shoulder into Heavydile's gut, but the creature was ready for him by this time.

The Horsemann let out a yelp as Heavydile picked it up and brought it head first up his mouth, his massive jaws biting off half of the creature's pumpkin head in a single chomp. Heavydile grinned wickedly, swallowing the chunk of head it had eaten, and then eating the rest of the pumpkin head.

Heavydile licked his lips and let out a belch. He prepared to toss what he thought was the Horsemann's lifeless corpse aside, when the Horsemann swung its axe at the creature's neck again. Heavydile let out a bellow of fury and grabbed the now actually headless creature in both massive hands, tearing it in half with a single yank, ectoplasmic blood spraying out over the mercenaries.

"Faith, we're in trouble..." RED Demoman groaned, wiping the ectoplasm off of his face as Heavydile roared at him.

Two half-eaten halves of Monoculus landed near them and disappeared, Vagineer landing on his feet near RED Soldier. The mercenaries turned with a start, Heavydile taking this opportunity to attack RED Demoman, crushing him into a bloody pulp underneath his massive fist and licking it clean. Vagineer laughed at him.

"Maggot!" RED Soldier snarled, furious over his friend's death, whipping out his shovel and charging, but Vagineer just shot out both his forearms, the projectile limbs dissolving into a massive of bloody tentacles which coiled around RED Soldier, some of them stabbing into the ground to pin him down.

"Lemme go!" RED Soldier bellowed, squirming in the bloody tendrils which held him, giving him no leverage to get free. Vagineer pounced on him, his twisted, distorted mouth opening sideways in a hissing growl. RED Soldier let out a scream as Vagineer lowered his face towards the mercenary and bit down, RED Soldier's screams becoming strangled as the monstrosity that used to be RED Engineer began to devour him.

RED Medic gulped nervously and tried to run, but Heavydile picked up RED Medic in one massive hand. The German barely had time to scream before the massive crocodile man bit his head off.

Merasmus gulped nervously. "MORTIS SHORTDISTINAS!" he intoned, creating an explosion that knocked all three monsters back, but doing nothing but get their full attention focused on him.

Christian Brutal Sniper chuckled wickedly, wiping some of Scout's blood off of his face. "Oh, it's like Christmas mornin,'" he said. "It's down to just us, wizard."

Merasmus gulped nervously and twirled his cane. "You'll find me not so easy to kill, wretch!" he said, clutching the Bombinomicon to his chest.

"We are fucked like a whore in the busy season," Bombinomicon moaned.

"Not really helping, you stupid children's novel," Merasmus muttered.

A few seconds later, RED Demoman, RED Medic, RED Soldier, and RED Scout appeared by RED Sniper's van, shuddering.

"Vell," RED Medic said, "that vas ze most unpleasant experience of mein life."

"How the hell are we even supposed to fight these things?" RED Demoman growled. "They're bloody invincible!"

RED Scout looked thoughtful, eying a frying pan that lay in the back of the camper van.

RED Soldier snorted. "It doesn't matter how we do it, we just have to do it!" he said, picking up some extra ammunition. "If those monsters get to a populated area, they'll destroy it! Lots of civilians slain, damage worse than that whole debacle when Pyro decided to take a walk in Teufort and found the BLU team without their weapons!" He shook his head at that. "Sloppy. Always carry a gun just in case something like that happens."

RED Demoman rolled his eye. "That bein' said," he said, "Solly's right. We have te keep these bastards at this mine."

RED Medic frowned. "Vhy is zere even an Australium mine here? I thought zat ze Administrator had taken control of ze nation's total supply."

"Is that REALLY th'most important thing te think about, ye git?" RED Demoman snarled.

*CLONG*

RED Medic and RED Demoman turned, looking at RED Scout in shock. He had just clubbed RED Soldier over the head with the frying pan, the dazed mercenary staring at RED Scout.

"W-why did you hit me?" RED Soldier said, wobbling around.

*CLONG* RED Scout hit him again.

"...Laddie, what are ye," RED Demoman started to say.

*CLONG* "We're gettin' creamed out there," RED Scout said, hitting RED Soldier again. "Those freaks are stronger than us, faster than us, and downright meaner than us."

RED Medic began healing RED Soldier, who was visibly staggering. He gave RED Scout a vicious look, scowling. "How is pummeling Soldier helping!?"

"We need something to fight back with," RED Scout said, his expression determined. "We gotta fight a freak with a freak." *CLONG*

"I don't feel very good..." RED Soldier said, staggering. "Permission to take a nap, Captain..."

*CLONG*

RED Demoman's eye widened in shock. "Lad... ye cannae mean that yuir gonna..."

RED Scout began to smack RED Soldier over the head repeatedly, smacking his head back and forth. "WE! NEED! PAINIS! CUPCAKE!"

RED Soldier collapsed.

RED Medic and RED Demoman both slapped RED Scout across the head, sending him to the ground from the force of the impact. "You gotta better idea?" he yelled up at them, wincing and rubbing the back of his head.

The two REDs looked at each other and frowned, and then looked over to Merasmus. The wizard, in a panic, was holding the Bombinomicon in front of him like a shield. The book was shrieking in terror, babbling in Spanish and spraying bombs at Heavydile, who looked more annoyed than anything else, Vagineer and Christian Brutal Sniper waiting patiently behind their living shield of an ally.

"...Nae, I guess we dinnae," RED Demoman admitted. "But still, there's got te be a better way than unleashing Painis Cupca..."

*clickclickclick*

The three REDs froze. They all turned to look at RED Soldier, who was now standing stock straight and staring at them intensely.

"I am PAINis Cupcake," RED Soldier said. "I will eat you." He then smiled, a creepy, horrible smile.

"Mein gott..." RED Medic muttered, slowly stepping away, RED Demoman doing the same.

RED Scout started to say something, but the freak grabbed him by the throat. The former RED Soldier grinned wickedly and cackled.

Tugging hard on RED Soldier's hands to free his airway, RED Scout gasped and pointed behind him. "Wouldn't you rather have some nice crocodile monster instead?"

RED Soldier blinked and turned, noticing Heavydile fighting Merasmus for the first time. He grinned and set RED Scout down. "Stay here," he said. "I will eat you later."

RED Scout just nodded, staggering back as RED Soldier slithered off towards the battle. The barrage of explosions had finally started to bore Heavydile, the massive monster of a crocodile man knocking down the wizard with a single punch. Merasmus went down like a sack of flour, his nose breaking with a sickening crunch. Vagineer chuckled and stalked around Heavydile, the massive beast chortling and licking the wizard's blood off of his fist.

Merasmus, whimpering, began crab-walking backwards to try and retrieve the dazed Bombinomicon, which had been thrown aside as he had fell. Vagineer narrowed its goggle-like eyes and chuckled, his forearms dissolving into tentacles as Heavydile and Christian Brutal Sniper watched with amusement.

Before he could finish the wizard off, however, RED Soldier, in full Painis Cupcake mode, slithered up to Vagineer and delivered a massive uppercut that sent the understandably freak flying back over Heavydile's head.

Heavydile and Christian Brutal Sniper blinked.

Merasmus blinked. "...Soldier?" he asked quietly as he scrambled for the Bombinomicon again."

"I am PAINis Cupcake," RED Soldier said, politely introducing himself to Heavydile and CBS. "I will eat you," he added, grinning a horrible grin.

"Oh bloody hell," Christian Brutal Sniper said, tossing a handful of knives at RED Soldier. The maddened freak just pulled a shovel out of nowhere and swat them all aside without even turning towards him.

Heavydile just stared at this creature that called itself Painis Cupcake, not sure of what to make of it. Before either Painis or Heavydile could react, though, a shrill, horrifying cry of fury echoed across the valley. Vagineer, his arms dissolved completely into tentacles, lunged over Heavydile and tackled RED Soldier to the ground jaws opened wide to chew RED Soldier's face off. RED Soldier just snarled right back, something in the non-Painis part of his mind remembering that Vagineer ate him before.

That just wouldn't do. He was Painis Cupcake! HE did the eating, darn it!

"BEHOLD!" intoned Merasmus in a melodramatic voice. "I now take on my ultimate form!"

"This just keeps gettin' better and better," CBS muttered as he and Heavydile turned towards the wizard.

Merasmus's body glowed and collapsed as a green mist emerged from it, the mist forming into a giant, ethereal version of the wizard. "Now you face the fury of the Dreaded Merasmus! Behold, for I am the cold void of death! Behold, for I am the icy hand of fate! Behold, for I am..."

Ignoring Meramsus's rant entirely, Heavydile tromped over to his inert body and ate it in two crunching bites.

Merasmus just stared in shock, one eye twitching involuntarily.

The Bombinomicon, hovering just over Merasmus's shoulder, just barely managed to stifle his chuckling.

Christian Brutal Sniper didn't bother stifling his laughter, and was doubled over in his hysterics.

Over in the carrier tank, Gray Mann just shook his head. "Well, that was lackluster..." he said.

RED Scout snickered and turned to RED Medic. "And here I thought you were the one Heavy wanted to eat out," he quipped.

RED Demoman clubbed RED Scout unconscious with the frying pan.

Heavydile, quite satisfied, turned and belched in Merasmus's face, the ghostly wizard's hat nearly falling off.

Merasmus's teeth ground as something snapped inside of him, some long-held line was finally crossed.

"FUCK THIS NOISE!" the ghost wizard roared.

A MASSIVE explosion rocked the valley, collapsing the front of the mine and sending Heavydile and Christian Brutal Sniper flying into the air.

Vagineer and RED Soldier were thrown aside by the blast, but continued trying to murder each other. CBS managed to land on his feet, wincing a little at the sharp pain in his ankles from the impact, while Heavydile landed on his head, the massive beast getting stuck. With some effort, Heavydile managed to free himself, snarling in irritation as he looked around for Merasmus. When he found him, though, both he and CBS were taken aback.

Merasmus's ghostly form floated in midair, radiating power. Monoculus and the Horseless Headless Horsemann floated nearby, radiating the same greenish aura of power.

"Damn..." Bombinomicon said softly, actually impressed.

"I AM MERASMUS. I AM A WIZARD OF TREMENDOUS POWER. AND FOR ONCE IN MY GODDAMN LIFE, _I'M GOING TO GET THE RESPECT I __**DESERVE**__!_"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Pony world..._

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Quite suddenly, Nightmare Clockwork's head jerked up with enough force to almost topple the massive demonic alicorn backwards.

"_**ERROR! DIMENSIONAL INTERFACE MALFUNCTION! ERROR! ERROR**_!" Nightmare Clockwork intoned, looking around in confusion. "_**ERROR! ERROR! INTERDIMENSIONAL ATTACK IN PROGRESS!**_"

_Someone's fighting you, Daddy-monster, _said a smirking Gem Sentry, her prison having been rattled around by the sudden jerking.

_Silence, _Nightmare Clockwork barked at her, trying to figure out what went wrong.

As Nightmare Clockwork staggered, his minions faltered as well, the gathered Nightmares, including the heroic Brutality, falling back, confused etched in their faces.

Twilight was the first to realize it. "...They're all connected to Clockwork," she said softly. And as she and the others came to this conclusion, panic fading from their thoughts, plans began to form in their minds.

Over with the civilians at the edge of town, the other BLUs and Elements of Harmony watched all of this worriedly.

"...Did someone hit me over the head with a frying pan or something?" Soldier asked, his face etched with confusion. "Because I've got a terrible headache for some reason..."

"What in the hay just happened?" Applejack asked, frowning.

"Dimensional interface..." Medic said softly, recalling Nightmare Clockwork's phrasing. "...RED Engineer must have been transformed as well. Ze RED team must have managed to score a decisive blow against vhatever Engineer's RED counterpart has become."

"Top shelf!" RED Spy crowed. "I knew zey wouldn't let me down!"

"Looks like the others are starting to get their act together as well!" Scout said. "FINALLY something goes our way!"

"There's still the problem of our friends turned into monsters and my mommy brainwashed into fighting Harbinger..." Fluttershy said softly.

"We can end this quickly if we take out Nightmare Clockwork," Spy said.

"HOW!?" Demoman shouted. "The bloody thing's huge!"

Spy looked pointedly at Zecora. The zebra gulped audibly, turning to stare at Clockwork, who was staggering, trying to recover its wits. The creature was monstrous, a violation of nature, a perversion of everything she held dear. What could she do against it.

"Zecora..." Spy said softly. "I cannot do zis without you. Ze power of our fusion is needed to stop zis monstrosity."

Zecora shivered. "My body is quakes, my eyes are atear..." she said, her voice almost a whisper. "How can we best this embodiment of fear? This monster is deadly, on our ends hellbent. How in blazes are you so confident?"

Spy just smiled, nuzzling her. "You'll just have to trust me, Zecora. Trust me as I trust you. Do you trust me, Zecora?"

Zecora looked into Spy's eyes. He had never failed her before now, he and his comrades always coming through. The warmth she saw there was real, the confidence unshakable...

"I..." Zecora said. "...yes."

Bluish smoked enveloped them both as a sound similar to his Dead Ringer pocketwatch echoed throughout the group, the BLUs smirking in recognition of the sound. RED Spy gasped, feeling a surge of power go through him, residuals from the transformation. Once the smoke faded, the gathered ponies smiled at the figure as it emerged.

The dark-skinned woman was wearing Spy's suit, only instead of a balaclava, she was wearing a domino mask. Her hair was done up in a black and white mohawk, a lit cigarette dangling from her mouth. The Element of Trust glistened around her neck.

"Remarkable," RED Spy said softly.

"Gentlecolts," the woman said in Zecora's voice with Spy's accent, "Spycora is here to help. Although I am going to need a lift."

Scout blinked. "A lift?"

Spycora nodded. "I need to get on ze Nightmare's back so I can properly place my sappers and break into Clockwork's body to get Engineer back."

"I'll do it," Rarity said, stepping forward, everypony else watching her in surprise.

Spycora stared at her cautiously. "It will be risky," she said.

"Engineer is my friend and partner, Pyro is a comrade and Gem is just too adorable," she said. "I'd never forgive myself if I didn't do everything I could to rescue them. Now come along, let's stop wasting time! We have friends to rescue, and I intend to have them hale and hearty by the time the Running of the Leaves rolls around." She stared firmly into Spycora's eyes, the infiltrator fusion just smirking.

"Very well zen, cherie," Spycora said. "Teleport us directly onto Nightmare Clockwork's back."

Rarity nodded, Spycora leaning down and placing her hand on Rarity's back. The elegant white unicorn's horn glowed, the two of them vanishing in a pop.

They reappeared right where Spycora asked, Clockwork flapping its wings in frustration as it tried to figure out why it had suddenly jerked up into the air.

Rarity gulped nervously, reflexively grabbing onto one of the smokestacks on Clockwork's back. "I do hope you know what you're doing," she said.

"Trust me," Spycora said, pulling out a pair of sappers from the inside of her coat. She flicked them on and placed each one on one of Nightmare Clockwork's wings.

Almost immediately, tentacles shot out of each sapper and attached themselves to key connections on the wings. Spycora grabbed onto a smokestack and backed away as electricity began to arc around the sappers, Nightmare Clockwork's entire body convulsing in agony.

"_**ERROR! ERROR! ELECTRO-SAPPERS DETECTED! ERROR! ERROR!**_" Nightmare Clockwork shrieked, a burning, white-hot agony in its wings. It tried to reach back to remove them, but the tendrils in its legs were too short, and its body's own design prevented it from reaching them. The sappers burned away connections, melted wires, shredded microchips, and detonated bolts, until finally Nightmare Clockwork's wings simply fell off, landing with a ground-shaking thud, tearing open a good-sized chunk of its back.

Spycora nodded, pulling out her revolver. "Now comes the interesting part," she said, leaping into the massive Nightmare. Rarity gulped nervously, looking at the greasy, oily hole created by the removal of the wings. She looked back at her immaculate white coat...

_...Well, not as immaculate anymore. _Her coat was stained with blood from grazing bullet wounds, as well as dirt from the battle earlier. She needed at least a full day in a hot tub and a full grooming session after this. _And what am I doing even worrying about this right now? _she thought, mad at herself for letting her vanity get to her in this situation. She took a deep breath and leaped into the hole after Spycora.

When she landed next to her, however...

"Merciful Mother of Celestia," Rarity said, gasping.

"Of course it's bigger on ze inside," Spycora muttered.

The two of them stared at the massive cathedral-like chamber before them. Pillars with armed security cameras and Sentry turrets lined the path, separating them from a pair of doorways at the far end of the chamber.

Rarity huffed. "Well, no sense waiting around," she said. "We have friends to save."

"Indeed," Spycora said, pulling up her sleeve and revealing her invisibility watch. "But let's let me handle ze Sentries first, hm?" With a flick of the dial, she vanished, Rarity wishing her luck as she ran forward to clear the way.

Nightmare Clockwork let out a mechanical snarl. "_**INTRUDERS DETECTED. COUNTERMEASURES ACTIVATED. RESUMING ATTACK,**_" it rumbled.

"OH NO YOU BLOODY DON'T!" Nightmare Brutality snarled, barbed-wire wrapped chains bursting out of the ground and binding its body. It stumbled, landing on its side as more and more chains popped out, mummifying the massive creature, keeping it from using its weapons and effectively immobilizing it. The other Nightmares, already stunned through their connection to Clockwork, snarled at Nightmare Brutality, who just grinned right back at them.

"Don't you lot have your own fights to worry about?" he teased.

The Nightmares, realizing their mistake, whirled back to their opponents, only to find that they were ready for them now...

"Nightmare Doctor!" Twilight intoned, her own mane and tail transforming, changing into a starscape. "You seek to fight me with history? Then you should know that all the horrors you brought out have been beaten!"

Nightmare Doctor shook his head to recover his composure, and snarled. "So what?! Even these simulacrums cannot be bested by the likes of you!"

"They don't have to be," Twilight said. "You brought up Jeff the Killer? He was beaten by you yourself, Doctor! Bested and locked away in the Penance Ward!"

Before the Nightmare Doctor's horrified eyes, a phantom of his uncorrupted self shot out from Twilight's main, shoving his buzzing sonic screwdriver. The Jeff phantom screamed as the Doctor phantom swarmed around it, both vanishing with a pop. Nightmare Doctor screamed as his magic was severed.

"Princess Celestia destroyed the Dalek empire as a whole, having the sun consume them!" Twilight continued. Before the Nightmare could react, a simulacrum of Celestia appeared from Twilight's mane, wings spread and horn glowing. A fireball in the shape of a sun appeared next to the phantom Daleks, incinerating them before they had time to scream. Nightmare Doctor staggered, his flesh sizzling from the intense heat.

"Grogar was always a dangerous threat, but each time he was beaten the same way!" Twilight continued, her mane forming a massive bell that thundered over the Nightmare. The Grogar image screamed, fading out of existence, the Nightmare's screams overtaking it as part of its magic simply ceased to exist, torn away from it roughly. "And Crunch was slain by his own people!" From Twilight's tail emerged phantom Diamond Dogs, the leader wielding an enchanted, god-slaying sword. The sword struck the Crunch phantom in the forehead, the phantom exploding as history replayed itself, sending the Nightmare Doctor skidding away.

"S-Stay back!" the Nightmare begged, his Tirek phantom charging.

Twilight didn't let up for a second. "And all foals know the story of how Tirek was slain! THE RAINBOWOF LIGHT!"

A phantom copy of the Rainbow of Light burst forth from Twilight's mane, carting the phantom Tirek and Nightmare Doctor up into the sky. As history replayed itself, Nightmare Doctor was blown away, making a crater upon impact as his last phantom was destroyed.

_BE-BEEP *chrrr*_

Nightmare Doctor's eyes shot open at this. He looked up to see twenty phantom Sentries and, just for emphasis, one phantom Mini-Sentry, all aimed at his face, a wicked smirk on Twilight's face.

"Hate you so much right now," the Nightmare muttered moments before he vanished underneath a hail of gun and rocket fire.

After a few minutes, Twilight dismissed the phantom Sentries. She looked into the crater made by Nightmare Doctor, seeing him unconscious but definitely alive. The alicorn sighed in relief.

She turned to Barricade and Harbinger, the former having pinned the bloodied and beaten latter underneath her massive frame. She chuckled viciously, raising a hoof to crush her former mentor's head. Harbinger grimaced and glared at her, closing his eyes and silently apologizing to the princesses for his failure.

"Barricade, stop!" Twilight called out, running towards them.

Barricade chuckled cruelly at her. "Thanks for leaving the Doc alive for me. I'll get to him in a minute," she said. "I just have to make sure my old boss here doesn't interfere anymore."

Twilight bit her lip. She needed to stop this, but fighting her would just turn Barricade's wrath on her instead. Her mind racing, she said the first thing that came to her mind.

"Barricade, is it really the Doctor you hate?" Twilight asked.

Barricade froze, her colors returning to normal as the spell enhancing her rage was broken. "I... I just..." she stammered.

Harbinger sighed, both in relief that Twilight had managed to stop her and in regret. "Oh Barricade... You never forgave yourself for what happened that day, did you?" he said.

Tears started to flow from the massive pegasus's eyes. "...should've stopped him... should've done something..."

Harbinger slowly, painfully, pulled himself from underneath Barricade, wincing from his broken ribs and multitude of bruises. He ignored the pain, and put a hoof on his former student's shoulder. "Barricade... Jeff had trap glyphs lining every surface of the room. Even without the Doctor..."

"He was ready for us either way..." Barricade said. She began to cry in earnest, finally admitting the truth to herself after far too long. "We were doomed from the start..."

Harbinger and Twilight both hugged her. "Time enough for recriminations later," Harbinger said softly. "The fact is that you have to move on, focus on the now, as you did before. Only this time, do it with a clearer head."

"We still have a town to save," Twilight said. "Too many ponies have died already."

Barricade just smiled softly. "You're right," she said, wiping tears from her eyes. "Gotta look cool for my Flutters, right?"

Harbinger nodded, his expression becoming stern once more. He looked over at Nightmare Juggernaut, who seemed to be in a stare-down with Mare-Do-Well, the former becoming increasingly agitated. "Nightmare Doctor is down, but Juggernaut, Gardener, and Clockwork are still active. We need to..."

"I have a brilliant plan," Barricade said with a vicious grin, taking to the air and charging Juggernaut.

"Oh for fuck's sake," Harbinger said, realizing what was going on.

Meanwhile, Juggernaut was finding himself facing a Mare-Do-Well that was just sitting and staring at him.

"...You aren't going to do anything?" the Nightmare asked, confused.

Mare-Do-Well shook her head. "...No, I don't think so," she said. "You're right about me not being good at magic yet. Plus, you have your shadow Medics to heal you. So I think I'll just take up your tactics instead: being patient and waiting for you to make a mistake. I've gotten rather good at patience over the centuries."

Nightmare Juggernaut fidgeted. He hadn't counted on Mare-Do-Well turning his own tactic against him. "Can you really just sit there, knowing what I am? Knowing what I can do?"

"Quite easily, thank you," Mare-Do-Well said, smirking underneath her mask. "The question is can you? Can you just sit there knowing that there are other heroes here, that any one of them might attack you? We both saw Nightmare Doctor go down just a few moments ago. What do you think will happen to you if you just keep waiting for me to attack?"

A nervous trickle of sweat traced its way down Nightmare Juggernaut's forehead. He knew she was right. But Mare-Do-Well was still an unknown entity to him, Heavy's memories unfamiliar with the superhero. What if there was somepony ready to attack him? But what if it was a trick? But what if...

"COMIN' THROUGH, DUMBASS!" bellowed Barricade. Startled, Nightmare Juggernaut turned just in time to be on the receiving end of a headbutt from the massive pegasus, the sound of their heads colliding like a thunderclap. Juggernaut felt a sharp, pulsing pain in his skull, his vision swimming as his concentration broke. His shadow Medics vanished and he toppled to the ground like a falling tree, everything going black as a single thought raced through his mind before falling unconscious.

_What the hell just happened?!_

Barricade landed, blood trailing from her head at the point of impact with Nightmare Juggernaut's. She giggled dazedly, staggering about.

"That was at once one of the stupidest and most awesome things I've ever seen," Twilight said, she and Harbinger trotting up to Barricade.

"Heheh... whoa, that's a concussion..." the pegasus giggled, wincing at the pounding pain in her skull. "Probably a skull fracture, too. Oh, TL's gonna kill me..."

"I'll hold you down for him!" Harbinger snapped. "Honestly, I'd swear sometimes you injure yourself just so you can get that doctor husband of yours to nurse you back to health!"

"Don't knock it 'til you tried it," Barricade said, falling to her knees and chuckling. "My TL Care really lives up to his name."

Harbinger snorted. "At any rate, recover as best you can. Nightmare Brutality seems to have immobilized Nightmare Clockwork for now, but Chrysalis may still need our help with..."

"_RRRRRRRRRRRRRRROOOOOOOOOOOOOOOOOAAAAAAAAAAARRRRRRR RRRRRRR!_"

Harbinger stared. "Err... nevermind."

Chrysalis, in the form of a massive green dragon, tore Cheerilee out of Nightmare Gardener's body with a single slash of her claws. She then exhaled a massive blast of flame with left Nightmare Gardener screaming in agony as she rapidly burned to ash, the removal of her host body also removing her ability to rapidly heal. Chrysalis set the unconscious and bleeding Cheerilee near the others and then shifted back to normal, gasping for breath, falling her her knees from sheer fatigue.

"I... I didn't know Changelings could become creatures that much bigger than themselves," Twilight said.

Chrysalis shook her head. "Only me," she said, panting and clutching her chest, her heart pounding from exertion. "And only briefly, and only if I've been extremely well-fed recently, moreso than when I fought Celestia at your brother's wedding. I'm just lucky I managed to catch the vegetable off-guard with it. An extended fight would have killed me."

Mare-Do-Well nodded. "You did well, your Majesty," she said. "It's down to Nightmare Clockwork now. We just have to hope that whomever it was that shorted out its wings can stop it from the inside..."

"My poor little Flutters must be hiding under a bucket by now..." Barricade pouted. "She could always contort herself into the smallest spaces when she was frightened..."

Harbinger sighed. "If all goes well, Barricade, she won't have to hide much longer. Before you pinned me I saw Rarity and what I guessed was a new fusion form going inside Clockwork. It's all up to them now..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Inside Nightmare Clockwork..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Rarity could only watch in amazement as Spycora went from Sentry to Sentry, placing sappers on some, getting others to destroy themselves. It was as if the infiltrator were a ghost, vanishing in and out of view. When she couldn't get close to a Sentry, she'd simply shoot it to pieces with her revolver.

"Incredible," Rarity said softly.

"Was zere ever any doubt?" Spycora said. She checked her supply of bullets, finding herself down to her last four, and frowned, lighting another cigarette. "Can you find Gem? Pyro will most likely be with her as well."

Rarity blinked. "Oh! Yes, of course." She concentrated on Gem's unique crystalline structure, her natural talent for finding gems kicking in as her horn pointed her in the right direction, down one of two hallways at the end of the antechamber that Spycora had just cleared.

"She's down the left pathway," she said. She concentrated again, preparing to teleport, only to have her magic fizzle out. "I'm being blocked."

Spycora cursed. "All right, we..."

"I'll get to Gem and Pyro," Rarity said firmly. "You concentrate on rescuing Engineer."

Spycora quirked an eyebrow at her. "You are certain of zis course of action?"

Rarity scoffed. "Tish tosh," she said. "A hot bath and a day at the spa afterwards and I'll be right as rain." _Please dear Celestia don't let me die. _

Spycora nodded, smiling. "Never let it be said that you were unwilling to give fully of yourself."

Rarity chuckled, and started down the hall. "Well, I do have an Element of Harmony to live up to," she said. Spycora nodded and headed down the other hall, idly playing with her knife.

Rarity entered through the door at the end of the hall, coming into a long corridor with a windowed door at the end. She saw Pyro, trapped in her petrified state, and Gem pacing around nervously. She sighed in relief.

"Hold on, Gem! I'm coming to save you! And Spy and Zecora are going to save your father!" she said.

Gem beeped, and looked around. She looked in the direction Rarity was and used a laser to cut a hole in the wall. As it peeled away, Rarity saw that the wall did not let anyone see out of the chamber. Once Gem saw Rarity, she beeped happily.

Rarity started to trot down the hall, when she noticed the ceiling starting to lower and the floor starting to raise. She gulped nervously and broke into a full gallop, Gem trying to reach through the doorway and push the floor down, to no avail.

With an ominous grinding, the floor and ceiling closed in on each other, Rarity galloping as fast as she could. Once she was close enough, Gem grabbed her with her own magikinesis and pulled her forward, but the lifting was awkward, Rarity ending up rolling around in midair as Gem pulled her. It was also not fast enough, the walls and ceiling clamping down on her right foreleg.

"AAAAIGGGHGH!" Rarity shrieked as her foreleg was crushed, tearing free of her body as Gem pulled her into the chamber. The unicorn was in agony, the pain from her destroyed limb like fire throughout her body.

Gem held her close, whimpering softly, unsure of how to help. Rarity grimaced, and managed to smile weakly. "Oh dear..." she said, "I come to be the big hero and I end up as the damsel-in-distress yet again... Story of my life I suppose..."

Gem's scan of Rarity's body revealed that the unicorn was losing blood fast. She needed to do something but she wasn't a doctor! She didn't know how to...

_Dispenser Mode Activating, _said a voice in her head.

_Wait, what? _Gem thought. She felt gears inside her shift, her horn shortening as a soft, blue light came out and attached itself to Rarity. Quickly, the wound on her leg began to heal, Rarity slowly relaxing in Gem's grip as the gushing wound where her leg used to be became a scarred up stub. Weak from blood loss, she fainted into Gem's forelegs.

The robot sighed in relief, glad her father had thought ahead and added that function to her. But her scans revealed that Rarity would still need medical attention. She hugged her would-be rescuer and prayed that Spy and Zecora would be able to save them all...

Meanwhile, as Spycora reached the hallway leading to Nightmare Clockwork's main chamber, she turned in shock when she heard Rarity scream.

"_**DO NOT BOTHER**_," boomed Nightmare Clockwork's voice, deafening due to the proximity. "_**DESIGNATE: RARITY HAS SUFFERED A CRITICAL INJURY. WHILE UNIT DESIGNATE: GEM SENTRY HAS MANAGED TO STABILIZE HER THANKS TO THE DISPENSER FUNCTION THIS UNIT FORGOT WAS HAD INSTALLED, SHE IS STILL A PRISONER. AND WILL REMAIN SO UNTIL THE OTHER ELEMENTS OF HARMONY, YOURSELF INCLUDED, ARE DESTROYED.**_"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Primary control chamber..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The mutated wreckage that used to be Engineer, wires growing out of his body that attached him to the massive robot's mechanical frame, watched nervously through the security cameras rigged up inside the subspace pocket that comprised his body.

Spycora glared up at the camera. "You'll pay for that," she said, reaching into her pocket again.

Nightmare Clockwork chuckled. "You are almost out of bullets. This unit remember how many you carry normally," he said. "Plus, this entire corridor to my main chamber is lined with deathtraps. You'll never get out alive."

Spycora sneered, pulling out a small packet. "A veritable death run, eh?" she said. "No matter. While I have Spy's abilities, it is true, I also have Zecora's as well." She poured out the packet into one hand, revealing a glowing, crystalline powder. "So catch me if you can."

She blew gently onto the powder, which swelled out and became a thick mist that Nightmare Clockwork's eyes widened. _Subject is most likely using the cover of the mist to hide her movements. Activating all traps_.

Walls slammed shut, spikes emerged from floor, walls, and ceiling, gatling guns emptied their entire clips, lasers fired until overheating, rocket launchers fired, land mines detonated, pit traps dropped open, blades slashed and broke against each other, all in an attempt to kill Spycora. The blinding mist slowly faded...

...revealing that Spycora hadn't left her starting point, a smirk on her face.

Nightmare Clockwork stared, shocked by the fact that it had been tricked so easily. As it watched in horror, Spycora casually strode past the traps as the ones that still were able to retract did so, stepping daintily around pits and saws, and using the flames in a crater made by a laser trap to light a new cigarette.

Nightmare Clockwork felt the beginnings of panic start to set in. Engineer's old Spy paranoia was starting to overwhelm its logic circuits, the mutated cyborg pony rerouting all of its internal weapons to the final room before his personal chamber. Spycora just smirked, pulling another packet out of her pocket. This time she didn't empty it into her hand, she just threw it into the air and shot it, the mist exploding outward and filling the room as she reached for her invisibility watch, literally disappearing into the mist.

Nightmare Clockwork prepared to fire, when a panicked thought occurred to it. _Wait. What if she's just waiting at the entrance again until I waste my ammo? Or maybe she's counting on me doing that, or maybe she's counting on me counting on that and..._

The mist faded quickly, no shots having been fired. Nightmare Clockwork blinked, seeing only a sapper on the lock to its final chamber, the door standing wide open.

"Where... WHERE ARE YOU!?" it roared.

"Right behind you," said a soft voice.

Nightmare Clockwork's eyes widened. Before it could turn around, Spycora jammed her knife, her Element of Trust wrapped around it, into his back.

Nightmare Clockwork let out a scream, as light engulfed them all.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

RED Soldier gagged, Vagineer's hands, dissolved into a multitude of tentacles, wrapped around his throat. As Painis Cupcake, he was much faster and stronger. But Vagineer's stamina seemed to be limitless. The abomination cackled, tightening its grip on the madman's throat. It looked over to where Merasmus and the two monsters were fighting Heavydile and Christian Brutal Sniper and frowned.

Christian Brutal Sniper was barely holding the deadly Horsemann at bay, the Horsemann's deadly axe, enhanced by the wizard's magic, chopping through most of the weapons CBS summoned to fight it.

Heavydile was faring little better. Meramus and Monoculus, the latter firing eye rockets with the speed of a minigun, the former casting powerful spells over and over, had pinned the massive gator-man up against the collapsed entrance of the mine.

Vagineer snarled. It'd have to finish this quickly. It would...

...wait...

Before Vagineer could do anything else, rainbow light exploded from its body, engulfing the battlefield all the way up to the respawn point by RED Sniper's van. The three still normal REDs covered their eyes, blinded by it. When the light faded, however, and they looked out at the field, they laughed.

RED Soldier, RED Engineer, RED Sniper, and RED Heavy were all back to normal. The Horsemann and Monoculus were gone, sent back to their astral realm by the magic, and Merasmus was back in his body again, he and the Bombinomicon visibly confused by what just happened. The wizard looked around at the others and then grinned, raising his staff triumphantly.

Laughing, RED Demoman, RED Medic, and RED Scout ran over to the battlefield to help their friends to their feet.

"Yo, Jarate master!" RED Scout said. "How ya doin'?"

"Just... just don't talk to me right now," RED Sniper said, visibly ashamed of himself. _I let him control me... _

"Hey hey," RED Scout said, "Don't worry about it. Battle's over, and we proved ourselves awesome as usual."

"You did, maybe..." RED Sniper said, feeling guilty that his dark side had come out. What's worse, as he felt the magic pushing a screaming and furious Christian Brutal Sniper back into the depths of his mind, he felt that BLU Sniper had somehow overcome CBS. Something he had yet to do himself...

RED Heavy grimaced, clutching his stomach. "Hnngh... Heavy feels really nauseous right now..." he said as RED Medic gave him a quick heal with his medigun.

RED Medic chuckled. "Vell, a sandvich or two vill perk you right up..."

RED Heavy gagged. "...Maybe just cheese sandvich, or peanut butter," he said. "For some reason, thought of meat right now makes me want to throw up..."

"Oww..." RED Soldier muttered as RED Demoman helped him to his feet.

Merasmus stood apart from the others, mildly annoyed no one came to check on him. "Sure, don't see how I'm doing. I'm perfectly fine."

Bombinomicon snorted. "Amigo, you ever give them anything even remotely resembling a reason to give a damn about your welfare?"

The wizard had no answer. He was shaken out of his thoughts when RED Demoman, kneeling over RED Engineer's body, looked up with a worried expression on his face.

"Lads..." he said, his voice shaking. "Something's still wrong with Engie. He's not waking up!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Pony world..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Nightmare Clockwork let out a scream as rainbow energy swirled forth from his body. The light engulfed the town and the transformed ponies, vanishing as quickly as it appeared. When it faded, Heavy, Sniper, Cheerilee, and the Doctor were back to normal. Pyro was as well, laying near Gem and Rarity.

The BLUs, Elements, and other townsfolk cautiously came forward, relaxing as they saw everyone restored.

Twilight sighed in relief. "Good job, everypony," she said, walking over to check on Rarity.

"Good job is everyone coming back alive," the Doctor said softly as he slowly pulled himself to his feet. Shame etched his features as Minuette and Orion ran up to hug him. "That didn't happen this time."

"Still," Harbinger said, wincing from the pain in his battered body.

Medic immediately ran to Heavy, the latter picking himself up from his crater. "You are all right, kamerade?"

Heavy nodded. "Da. I just have terrible headache..."

Mare-Do-Well chuckled. "Well, Barricade did give you the headbutt of a lifetime," she said.

"That would do it," Heavy muttered, nodding to Barricade, who just smirked.

Sniper shook himself out, glad to be back to normal. Rainbow Dash flew up to him. "Glad to have you back with us, big guy," she said.

"Glad to be back, sheila," Sniper said. "I don't need that kinda crazy in my head."

Rainbow Dash laughed.

Spy and Zecora, both of them wearing Element of Trust necklaces, walked up to the others.

Harbinger smiled. "Well done, the both of you," he said. "You..."

"MEDIC!" Pyro and Twilight screamed.

The physician immediately ran over to wear Gem was still cradling Rarity, Twilight and Spike attending to the injured unicorn as best she could. Next to them, Pyro, sobbing, was clutching a limp and unmoving Engineer to her chest.

"Her leg..." Spike stammered. "She's lost her leg... I don't... help us!"

"Medic... Medic, something's wrong! I can't get Engineer to wake up!" Pyro wailed.

Medic swore. "Everyvun listen up!" he shouted, taking command. "Anypony who can still valk help those who can't get to ze hospital! I vant a triage set up immediately to take care of ze wounded! Vord must be sent to other doctors, specialists, so zey can be brought here to help! Somevun must also stay here to help prepare ze dead for burial! MOVE! MACH SCHNELL!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Hours Later..._

_Ponyville General Hospital..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Mare-Do-Well, turned back to Mitta, walked up to Spitfire, the pegasus staring aimlessly out a window. "How're you holding up?" she asked.

Spitfire shivered. "I... the Wonderbolts are supposed to be an emergency response team, I know that. But... I've never actually lost anypony under my command before." She looked back to Mitta, tears in her eyes. "How am I supposed to deal with that?"

"I'm afraid it never gets easier," Harbinger said, coming up to the two mares. Spitfire started to salute, but Harbinger, bandages around his chest and his armor off, just shook his head. "No need for formalities at this point, Captain Spitfire. As for the situation, the best you can do is soldier on. You trained your people well, the fact that there weren't more deaths proof positive of that."

Spitfire shook her head. "I'm still going to be seeing their faces in my nightmares," she said softly.

"That's good, in a way," Harbinger said softly. "They died heroes, protecting the innocent. Never forget them, and soon those nightmares will fade into something beautiful."

Spitfire sighed wearily, nodding. Mitta sat next to her, nuzzling the pegasus, the Wonderbolt leaning into her. Harbinger left them alone, heading to check on the BLUs and Elements. He ended up passing Rarity's room first.

"Sugarcube, are you sure about this?" he heard Applejack asking. He turned and looked in the room, seeing the unicorn, an IV tube attached to her, the part of her body with the severed foreleg heavily bandaged, getting out of bed. Spike and Sweetie Belle were there as well, the little dragon giving Harbinger a pleading look when he noticed him.

Rarity scoffed, moving her IV stand with her as she finished getting out of bed. "Tut tut," she said. "What sort of lady would I be if I just laid about like some sort of wastrel? Now, I'm feeling much better, and I'm worried about Engineer so I..."

She took a step forward, reflexively trying to take another step with her missing leg. She stumbled, falling on her face, her three caretakers flinching.

She whimpered softly. "Maybe... Maybe I should rest for a bit..." she said, audibly struggling not to cry. Tears were in her eyes as Sweetie Belle, Spike, and Applejack helped her upright again. "I do want to know how Engineer is doing."

"Ah'll go check on him," Applejack said. "Spike, Sweetie Belle, can y'all make sure she's okay?"

Sweetie Belle nodded. "Big sister's taken care of me for so long, it's my turn to help her," she said.

"Don't make a Crusade of this, okay?" Spike muttered darkly. "Proclaiming something a Crusade immediately guarantees that it'll go wrong..."

"This I'm taking seriously," Sweetie Belle said, nuzzling her sister from the chair she was sitting on.

Leaving the two of them to take care of Rarity, Applejack walked out of the room, nodding to Harbinger, the two of them walking silently onward. They got about ten steps away from the room before Applejack began crying. "This... this just ain't right..."

Harbinger sighed, closing his eyes.

Applejack shook her head, sitting down in the hallway. "Seventy dead. Twenty foals orphaned. And we're damn lucky it wasn't more. If the BLUs hadn't prepped us..." She bit her lip, shaking her head again. "This is nuts. We ain't soldiers. None of us are..."

Harbinger sighed. "Unfortunately, you and the other citizens of Ponyville will have to become soldiers, or at least an equivalent. This Slendermane is scaling up his attacks greatly. The town needs to be prepared, otherwise..." he shook his head, letting the thought trail off.

Applejack sniffled, forcing herself to calm down. "You... Y'all are right," she said. "Ah don't have to like it, though..."

"I'd be worried if you did," Harbinger said, smiling gently, Applejack smiling back. As they got to Engineer's room, though...

"GET THE FUCK OUT OF HERE BEFORE I INCINERATE YOU!" snarled Pyro, a wave of blue flame shooting out of the room.

"Damn it, Doctor..." Harbinger said. "He probably told River and Jack to stay away too..." He trotted into the room, and sure enough the BLUs were swarming around the cowering Doctor, ready to attack. The Elements stood nearby, each one looking ready to intervene if need be, RED Spy standing back and watching things coldly.

Only Gem didn't look ready to fight, the robot laying curled up near her father, her Dispenser mode's healing beam attached to the comatose Engineer.

"ENOUGH!" Harbinger bellowed, barely noticing the pain in his chest. "STAND DOWN, AND THAT'S AN ORDER!"

The BLUs whirled, glaring at him, and Harbinger for a moment was afraid they'd attack him. The adrenaline from battle had worn off, and his muscles were far too tired to move at superspeed.

"It's his fault that Engie was taken by the Weeping Angel," Pyro insisted. "If we had known about it beforehand, we might have..."

"Might have what?" Harbinger snapped. "All of Doctor's enemies were either dead, deader than dead, or locked away in Tartarus, a place which, I might add, CANNOT be broken into or out of unless you're at LEAST as powerful as DISCORD."

The BLUs visibly faltered at that, but didn't drop their attacking posture. Harbinger just kept his glare on them. "All evidence points to Slendermane freeing a single Weeping Angel, who was destroyed by the backlash from the Rainbow of Darkness that brought you nine here. The Doctor had no reason to believe that any of his enemies would return, and so far, none of them have."

"...They're right, too, though," the Doctor said. "It's what I came here to say. Derpy was right, I should have said something. I've literally wiped the Daleks out of history before, several times. And they've still come back. At the very least, I can give information on some of my more persistent and dangerous enemies, just in case Slendermane decides to tap them again."

Derpy just smiled, fluttering her wings.

Harbinger nodded. "Fine. All well and good. But what I said still stands as well. On top of that, I want all of you to consider this: if you kill the Doctor, how does that help Engineer?"

The BLUs stared at him for a long moment. Sniper was the first to relax, closing his eyes and lowering his head shamefully. "He's right, mates. This isn't professional..."

One by one, the BLUs calmed down, although they still looked uneasy, RED Spy just looking away.

"Ye have to understand, Captain," Demoman said, his voice shaking. "For the longest time, it's been just the nine of us. The idea of losing one of us..."

Harbinger sighed wearily. "I understand far too well. But right now, we have to focus on recovery, both individually and for the town. The Mayor's already handling things on her end. We have to focus on getting better ourselves. What's the prognosis on Engineer?"

"Which brings us to our main problem," Twilight said, sighing. "As best we can tell, his body is completely cured. But he still has the memories of being alone for over two-thousand years. That can't be cured with medicine..."

"Damn..." Harbinger cursed. "Options?"

Twilight shook her head. "I'm open to suggestions... This is beyond anything I've read about," she said.

"...I may have a suggestion," Trixie said. "A memory transference spell."

Twilight and the Doctor went wide-eyed. The others just looked at her in confusion.

"Trixie, no! It's too dangerous!" Twilight said.

Trixie shook her head. "It's the best idea we have right now. If we can remove the memories from the moment before he was taken by the Weeping Angel to now and put them into somepony else, Engie would recover. It might even "

The Doctor shook his head. "Nopony could handle that, two-thousand years of bad memories plus whatever happened to RED Engineer, and stay sane," he said. "We have to think of something else."

Pyro looked thoughtful for a moment. "...Put the memories into me," she said.

Scout blinked. "Whoa, hey, Pyro... you sure?"

Pyro nodded, smiling sadly. "I'm already broken," she said. "Breaking a little more won't hurt me."

Trixie shook her head. "No. Put the memories into me."

Everypony in the room just stared at her.

"...I remind you that you'd be getting two-thousand plus memories of sheer loneliness and pain," RED Spy said.

Trixie shivered softly. "Element of Hope, right? Maybe that will keep me sane," she said.

"Your Element is unawakened, Trixie," Twilight said, fluffing her wings worriedly. "Are you sure?"

"I have to do this," Trixie said, staring right at the alicorn. "I was barely useful during the invasion. I need to do SOMETHING to make up for it." She tossed her mane back and smirked confidently. "Besides! Am I not the Great and Powerful Trixie? Nothing can truly bring me down!"

Despite everything, everypony had to smile at that. Twilight sighed and went over to Engineer.

"Once more... are you sure about this, Trixie?" the alicorn asked.

"Just... do it before I come to my senses," Trixie said softly.

Twilight nodded. She concentrated, her horn glowing, and touched her horn to Engineer's. A dark, shadowy substance emerged from it, and started to flow into Trixie.

The showmare let out an agonized gasp, shuddering as she started to live through all of the misery Engineer had suffered at high speeds. She groaned softly, tears flowing down her face as she fell to her knees, Rainbow Dash and Pinkie Pie, the latter's mane flat as paper, holding her up as best they could.

"Damn it," Rainbow Dash said, taking in the showmare's state. "She's hurting too badly! Stop the transfer!"

"NO!" Trixie shouted, her voice quavering. "K-Keep going! I'm fine!"

Twilight bit her lip, but nodded, not dropping the glow from her horn, more and more darkness flowing out of Engineer's mind and into Trixie's, the showmare clearly in agony, sobbing profusely, but refusing to let the alicorn stop.

"Halfway there..." Twilight said, her voice shaking. As she was the caster of the spell, she got residuals of what Trixie was experiencing. _By Celestia's horn... Such loneliness... _"She's getting RED Engineer's memories too."

"It's a little bit confusing..." Trixie admitted, laughing sobbingly. "Two different kinds of miserable loneliness... Heheehe.." She shuddered. Quite suddenly, wings burst from her back, Trixie letting out a cackle that was half laughter, half sobbing scream.

"Damn it, she's going Nightmare!" Soldier snarled. "Get ready to..." 

"NO!" Trixie screamed, closing her eyes and lowering her head. "I'm fine... I'm fine... I'm fine..." she repeated over and over, the wings slowly blinking out of existence. Trixie, using every bit of her willpower, forced herself to calm down. As the last of the memories flowed into her, she took a deep breath, raising her head high and wiping the tears from her eyes. She opened them and smiled pleasantly.

"I'm fine," she said.

In a soft flash of light, the Element of Hope appeared around her neck.

Everyone in the room just stared at her. "Wowie wow..." Pinkie Pie said softly.

"Damn..." Rainbow Dash said, impressed.

"Incredible," Harbinger said softly.

"Dude," Scout said, shaking his head, "You just tanked over two millenia worth of misery in seconds. How the hell you'd do that?"

Trixie shrugged. "I am the Great and Powerful Trixie," she said. "There is very little that can bring me down. Plus, I knew that the memories weren't my own, and that you all were here with me the whole time. That gave me something to hold onto." She chuckled nervously, tearing up again. "I may be a bit weepy and a little clingy for a while, so I hope you can put up with that."

Fluttershy smiled, coming up and nuzzling the showmare. Trixie blushed.

"Whu... wha's goin' on?" came a tired voice from behind everypony. Gem beeped happily, and everyone turned. Engineer sat up, a confused look on his face as he looked around the room. "Weren't Pyro and I in the park just a second ago?" he asked.

Pyro and Gem both hugged the baffled Engineer tightly. Trixie sighed in relief, glad her idea worked. Spy smiled at her. "We owe you greatly for this, Great and Powerful Trixie. BLU does not let favors of this magnitude go unrepaid."

Harbinger just smiled. "We've taken a major hit, but we still came out on top. On top of that, all of the Light Elements of Harmony are active now, the full power of the Rainbow of Light restored," he said, mainly to himself. "You lose this round, Slendermane."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_Gray Mann's office..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"I still don't see how this is ENTIRELY my fault," Gray Mann said, glaring at Slenderman. The eldritch monstrosity glared right back, his tentacles failing furiously.

"We both underestimated them," Gray said. "We made a mistake, and I let myself get caught up in the excitement of it all. We got cocky, and that's why we lost. WE. Not just me. You made a mistake too."

Gray flinched at the angry images that Slenderman put into his head. "Look, the two of us yelling at each other is doing nothing. My Spybots have reported that the RED Engineer recently woke up and is making a full recovery. What's important is that we learn from the mistakes made in this operation and change our tactics accordingly."

Slenderman's tendrils slowed down, the creature quirking its head to the side curiously.

Gray smirked. "You're having the same trouble my idiot brothers did. You relied too much on the same tired old tactics, in your case using a 'Monster of the Week' style of attack to soften up your prey, along with a trio of idiot mooks. You need to change things up, otherwise they'll get used to you."

Slenderman seemed to look thoughtful for a moment, and then turned back to Gray.

"I have the beginnings of a plan," Gray said in response to the question it asked. "But I need to be taken to Equestria. I need to get a 'lay of the land,' as it were."

Slenderman's tentacles retracted as it responded.

"...A sacrifice to open the portal?" Gray asked, confused. "What do you mean?"

Slenderman responded in its silent way.

"You want Olivia, my daughter?" Gray said. Without the slightest trace of hesitation, he shrugged and said, "Sure. Take her. The only reason I had her was to use her as a pawn someday."

If Slenderman had a face, it would have smiled. It truly liked this Gray Mann and his black heart...

_**TO BE CONTINUED...**_


	28. BLU Engineer Journal - Entry 1

**_Personal Journal of Dell Conagher, Builder's League United mercenary corps Engineer_**

**Entry 1**

I'm rather mad at myself for not starting this much sooner, but everything has been happening quite quickly. After what has apparently happened, though, I think it's time I started keeping a record of what's going on.

In a brief summary, a few weeks back my associates and I were summoned via an unknown magical force, which my newest colleague has identified as the Rainbow of Darkness, to an alternate universe where the dominant species is apparently evolved equines. My friends and I were transformed into these species, apparently as a way of helping us adapt to this new location.

Perhaps I should cover the basics first. The primary natives of this world come in four main varieties, the seemingly most common being the Earth Pony, which bears the closest similarity to our own ponies on Earth and possessed characteristics which include greater durability, strength, stamina, as well as a connection to the land that two of the other breeds lack. Second in rarity is the Pegasus, winged equines which have characteristics similar to birds (hollow bone structure, barring a few exceptions), and the ability to control and manipulate the weather. Third in rarity is the Unicorn, a species with a hyper-sensitive, horn-like protuberance from their heads which allows them to manipulate a source of energy which I am tentatively calling 'magic.' I'm not unfamiliar with magic, but I've never seen it on this scale before.

It should be noted that I myself have become a Unicorn.

The most rare of the 'pony' breeds is the Alicorn, which bears traits of all three species of pony, including wings and a horn, and are known for having massively powerful abilities. So far as my research has been able to show, there are only four alicorns left alive today, two of which are known to be immortal, regarded as goddesses by some.

There are other sentient equine species, including zebra and donkeys, all of which seem to interact fairly well to each other, biological limits present in our world not present here. (For example, a zebra and a pony can have a foal that is perfectly healthy, while in our world there would be birth defects, usually sterility.) In addition, there are also several species present here that are merely myth in our world, including dragons, hydras, manticores, and the like.

A common biological feature among ponies is the 'Cutie Mark,' a tattoo-like marking that appears when an individual realizes their 'special talent.' Basically what they're best and what they will most likely be doing with their lives. Gaining a Cutie Mark is considered a momentous occasion worthy of celebration. My associates and I gained Cutie Marks upon our transformation to ponies, each based on our best talents. (Mine took the form of my favorite wrench.) There is a large amount of leeway and interpretation in how Cutie Mark talents can be used. (For example, a local fashion designer and a current associate of our group has a talent for finding gems, which are apparently very commonplace in this world. Her talent could have easily marked her as a miner, but she turned her gem-finding towards the world of fashion.) In regards to the two aforementioned 'goddesses,' their talents are control over the sun and moon respectively.

Don't ask me how this works. I barely understand magic as it is. Medic's having a ball, though.

Society is Earth-like, with similar cultural patterns (including, thankfully, bathrooms.) Lifespan of ponies generally is similar to humans, albeit moderately longer. (VASTLY longer in one notable case.) Government is diarchal, with two primary rulers (alicorn princesses) and a Congress of nobles. By all accounts the Congress regarded as a big joke, most people only listening to what the princesses say.

...Some things never change from world to world, really.

My associates and I have taken up residence in a small hamlet known as 'Ponyville.' It appears to be rather close to the capital city, Canterlot. My associates and I have agreed to a contract involving the protection of the moon goddess as well as Ponyville, in particular the nine hosts of powerful magical artifacts known as the Elements of Harmony.

The Elements of Harmony, from what I can tell, are magical forces focused through hosts and magical artifacts, each one representing an aspect of universal balance, represented formerly by the Rainbows of Light and Darkness. The nine elements are as follows: Trust, Hope, Love, Loyalty, Generosity, Kindness, Honesty, Laughter, and Magic/Friendship. (The two terms appear to be interchangeable, although recently Friendship has been used more often.) Until recently, Trust, Hope, and Love were inactive for reasons not fully explained. In a stunning development, my associates and I have turned out to be the Dark counterparts to the nine Light bearers, evidenced by our ability to merge into a magically powered version of our human selves that combines elements of both ourselves and the ones we merge with. In addition, we both gain full access to each other's memories.

My counterpart, for example, is the previously mentioned fashion designer. Our merger has left me with an increased sense of style, and given her an increased sense of practicality in her designs. (She also seems to have a budding crush on me. I'm flattered, really, but my heart belongs to Pyro.)

So far, all nine of the Light elements have been activated, while we're still missing the Dark Element of Hope and Dark Element of Friendship, represented by Pyro and Medic respectively.

That covers the basics so far. Now for a summarized timeline of events.

We were deposited in a place known as the Everfree forest. After venturing into other settlements to learn the basics of this world, we eventually made our way into Ponyville. By happenstance, the town came under attack by creatures called 'Nightmares,' which analysis indicates are lifeforms who have consumed high amounts of a magical, highly toxic substance called Smooze, which corrupts them mentally and physically. (Important Note: Even Alicorns are not immune to 'Nightmare' corruption.) In this case, the 'Nightmares' were savages, born from a local pack of creatures called Diamond Dogs. We used this chance to fight alongside the Princesses and defeat the 'Nightmare' Dogs, earning the trust of the town. We moved in with the then six Elements of Harmony bearers and have taken odd jobs around the town to help maintain that trust.

Since then, we've encountered several different Nightmares, all born from various ponies that were either tricked into drinking Smooze or forcefed it. My attempts to create a magitek Sentry have resulted in the creation of a fully autonomous, fully sentient artificial intelligence I have dubbed 'Gem.' She bears the form of an Alicorn, but she is nowhere near as powerful as one, and her mentality is that of a child. I've become quite fond of her, and view her as a daughter of sorts. (I still want to see Krista again... Oh baby, Daddy misses you so much. You'd love Gem...)

The situation has escalated quickly. We have recently entered into alliance with a local species called the Changelings (the closest comparison to an Earth species I can think of is classical portrayals of mythological fae mixed in with succubi). Spy has become half-Changeling, half-Pegasus, so he is acting as our liason to the Changeling hive. Collaboration with local military has revealed that the one behind the recent attacks is an unknown entity called Slendermane.

Information about Slendermane is sketchy, because apparently the more you know about him, the more vulnerable you become to him. Possibly a psychosomatic effect of the creature's power? I'm not sure. What I do know is that he appears to be specifically targeting the sun goddess with intent to drive her insane. We're keeping this quiet for now, but I'm worried. More and more the increasingly intense attacks seem like a distraction.

...It gets worse.

RED Spy, with aid from Merasmus, came over here as well. He revealed some uncomfortable truths about why we and our lookalikes from Reliable Excavations and Demolitions were so similar to us, and told us about the new problem in the form of Gray Mann (a COMPETENT Mann brother, a terrifying thought on its own) and his robot army AND his alliance with our world's version of Slendermane, called simply Slenderman.

Recently, I myself was converted into a Nightmare. I have no memories of the event, because apparently the Element of Hope took what apparently were two-thousand years of agonizing, torturous memories into herself and suppressed them. I am baffled that she is still sane now.

I owe her everything now... I WILL make this up to her somehow...

Especially since I apparently nearly destroyed the town in my stint as a Nightmare, killed several members of Equestria's elite fighting force the Wonderbolts (they obviously haven't forgiven me yet, but they're tolerating me. It'll have to do until I can earn their trust again), and forced two of my friends to relieve their own Nightmare transformation. The fashion designer even lost one of her front legs trying to rescue Pyro and Gem from me.

The guilt is intolerable. I can't let this stand. My crimes... This is nowhere near a practical problem, but I'll be damned if I let it go unfixed.

Priority one right now is both arming Ponyville and preparing it for future attacks, most likely from Gray's robots, and also creating a new leg for Rarity. (The fashion designer I've mentioned repeatedly. I'll go into details about our new associates the next entry.) I've entered into discussions with a pony called the Doctor (who's apparently from another reality himself). He mentioned an old enemy of his called the Cybermen. Some of their technology is still intact. If I could adapt it, it might make a suitable replacement limb. With some additions, of course. I destroyed her leg, you can damn well be sure I'm going to make up for it by giving her something better than the original.

What galls me most is how helpless I feel... All these horrible things, and I couldn't stop it...

Never again. I've talked with the others, and they've agreed.

The endgame goal of all this is the destruction of Slendermane. That's the only way we can ensure SOMETHING resembling a victory.

_good luck_

_you'll need it_

_smile_

_:3_


	29. Quick Little Gashes Part 1

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 26: Quick Little Gashes part 1**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts two days after the events of Chapter 25. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Carousel Boutique..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Medic and Rarity sat in the center of the room, Medic's healing beam flowing from his horn to Rarity's body. Spike stood nearby, wringing his hands nervously. The two ponies and dragon sat in silence, staring awkwardly at each other, until a familiar crackling sound emanated from Medic's horn.

"Ready?" Medic asked. Rarity nodded. Medic concentrated, and activated the mental trigger for his Ubercharge. In a surge of magical light, blue armor enveloped Medic's body as Rarity literally swelled with power, her horn growing larger, wings sprouting from her back, and her mane and tail turning ethereal. She felt the might of an alicorn flower inside her...

...but her missing leg wasn't growing back.

Rarity shook her head sadly. Medic cursed, letting the UberCharge fizzle out. "I could have sworn zat vould vurk..."

Spike sighed, plopping down in a nearby chair. "Yeah... Twilight said that might not work. Because the damage was caused by a Smooze creature, it would resist attempts to regrow it..."

Rarity shivered softly. She still remembered how badly it hurt, having her limb crushed, her flesh tearing, her bones cracking like a brittle tree branch... "Merging into EngiRarity didn't work either. We just formed a one-armed human," she said softly.

"There's gotta be someway to restore her leg, though, right?" Spike asked, his face a mirror of Sweetie Belle's when she had gone off to school that morning.

Rarity just smiled sadly. "Spike..."

Medic quirked an eyebrow. "Not restore, but perhaps... replace?"

Rarity and Spike looked at him in confusion. Medic just smirked. "Engineer is coordinating with ze construction crews doing ze rebuilding. Most of ze destroyed robots are being used as materials to help rebuild and reinforce the town, while ze Mayor has commissioned zat several of ze robots ve defeated be smelted down and made into four memorial statues. An Earth pony, a pegasus, a unicorn, und a changeling."

Spike blinked. "A changeling? Seriously?"

"Chrysalis was rather surprised, to say ze least, but Twilight und ze Mayor insisted zat zey be included in ze memorial zat is to be built. The town council agreed after ze Mayor smacked them a few times vith her lead pipe." Medic chuckled wickedly. "I really like her... Anyvay, vhat I am trying to say is zat Engineer is planning on using some of ze robot parts to fashion a cybernetic limb for yourself. He is also talking vith ze Doctor about adding Cyberpony tech as well, to improve it further."

Rarity blinked. "A prosthetic?"

"A new limb," Medic insisted. "Ze Doctor suggested the Cyberpony technology because, according to him, it can uplink directly to your nervous system, meaning you'll be able to feel vith ze limb exactly as you would before."

A slow smile crept across Rarity's face. She looked down at the scarred over lump where her leg used to be. "Do you think it will be all right?"

Spike blinked. "THAT'S what's in the letter Twilight had me send out this morning!" he said, realizing. "You guys were asking permission to access leftover Cyberpony tech!"

Medic nodded, smirking. "Ve'd have to go to Canterlot to perform ze operation und finish ze leg, once we make sure things are stable here. Think you're up to a trip to ze capital for a couple days?"

Rarity just giggled. Spike smirked. "You're asking a high class pony if she wants to go to a high class town? Yeah. Might as well ask water if it wants to be wet."

Spike nodded. "That works out great, actually," he said, pulling out a scroll from a nearby bag. "Princess Celestia and Princess Luna asked both all the Elements and the BLUs to head to Canterlot anyway for a debriefing on what happened here."

Rarity nodded. "That makes sense," she said. "It will be nice to see Princess Celestia again."

Medic unpacking some equipment. "Engineer actually asked me to acquire a blood sample from you," he said, levitating out a syringe. "He und ze Doctor needed it, along vith some other vital statistics, to help vith ze transplant of ze cybernetics."

Rarity grimaced. She had never been fond of needles. But she trusted Medic.

...which felt really odd to think, considering Medic was a self-admitted sadist.

Medic rolled his eyes, sensing her hesitation. "Relax," he said. "I left all my fun tools back at ze hospital. Plus, your bodyguard over zere vill stop me if I get too overexcited during surgery."

"That's right, I will," Spike said, narrowing his eyes and looking as imposing as he knew how.

Medic snorted while Rarity just smiled. He really was such a gentlemanly young dragon.

As Medic gathered the blood sample and started his examination of the three-legged mare, Engineer stepped into the boutique, a tired smile on his face.

"Just checking in on ya, Miss Rarity," he said. He had felt her brief transformation to alicorn, and was disappointed and saddened to see that their last attempt to avoid using the cybernetics had failed.

"Ah, Engie," Medic said as he performed his tests. "Good to see you up and about."

Engineer nodded. "Just doin' some work to catch up on this," he said. "Ah don't like leavin' mistakes I made uncorrected." He sighed, the guilt over his transformation into Nightmare Clockwork nagging at him.

Rarity, sensing this, frowned. "Now, don't you worry, Dell," she said. "What happened was not your fault. You were poisoned by the Smooze and not in your right mind because of the time displacement."

"It feels like it is, though," Engineer said. "And while ah appreciate Trixie bein' willing to take on all the memories of the pain ah've suffered..." He paused briefly, and said. "No, nevermind, not gonna say anything. Ah won't demean what she did by complainin.'"

Medic sighed softly. "She has done much for us," the mad scientist said. "In a single courageous gesture, ze Great and Powerful Trixie brought you back to us vhen we vere at a total loss at how to save you..."

Engineer just smiled. Ever since he had woken up, the rest of the team had almost always taken the time to refer to the showmare by her preferred title. It didn't change the guilt he felt for his own part in everything that happened, despite the fact that he didn't remember it, despite the insistence his teammates made to the contrary. Trixie shouldn't have to suffer for his own sins...

Ah well. Focus on the practical problems.

"Twilight says we have to be in Canterlot this evening, give the Princesses a debriefing on the recent attacks," Engineer said.

"Ja," Medic said, nodding. "Herr Spike just gave us ze word himself. Vhat of ze captains?"

"Harbinger's comin' back with us," Engineer said. "And from what I get from Power Words and Swift Saber, Twilight's guards, Barricade's gonna remain here and set up a watch. Lyra and Bon Bon, of all ponies, have volunteered to help set things up."

Rarity smiled. "Lyra's always been eager to help everypony," she said. "Although sometimes I question her fashion choices. Did you know she once went around in a black hoodie? It clashed so badly with her coat. And she claims she wore it to AVOID getting noticed." The marshmallow white unicorn shook her head, tutting.

Engineer chuckled. Medic rolled his eyes, going over to the medical bags he brought with him. "It should be interesting, seeing Canterlot," he said. "I look forward to seeing ze nature of zere equipment."

Rarity smiled and stood up again, staggering a little. She limped awkwardly over to her couch, sitting down on it. "It really is a truly fabulous city," she said, looking over at Engineer. "Although I dare say they've never really seen the likes of you nine before."

"Note to self: Keep Scout silent at all times, so ve do not make a bad impression," Medic said, Rarity and Engineer chuckling.

"How are Barricade, Gem, and Pyro?" Rarity asked. "They took a lot of punishment during all of this."

Engineer smiled. "Gem's fine. She and Pyro are playing in the park," he said. "As for Barricade... well, she'll be fine." He chuckled.

Rarity frowned. "What is it?"

"Fluttershy's father, Doctor TL Care, arrived in town today," Engineer said, smirking. "Let's just say that I fully understand Fluttershy's personality now that I've met her parents."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Hospital..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"I can't BELIEVE YOU!" the small, canary yellow pegasus with the salmon-colored mustache and mane said as he whapped Barricade over and over again with a newspaper. "You PROMISED me you wouldn't take so many risks anymore!"

"Ow! OW!" Barricade said, the massive mare covering her head as her husband railed at her, a grin not leaving her face. The newspaper wouldn't have hurt normally, but with her recent battles... "Concussion and skull fracture, remember?"

The smaller stallion's eyes were filled with tears as he looked her over. "Among other injuries. Damn it, you told me you'd take less risks once you got promoted to Captain!"

Barricade shrugged, wincing. "Couldn't be helped, TL," she said. "Had to do something, otherwise the town would have been destroyed."

"Captain Harbinger told me you were brainwashed. AGAIN," TL said, the comparatively tiny pegasus glaring at her with as much authority as his adorable eyes could muster.

_Harbinger, you tattling little shit-for-brained... _Barricade thought. "...Mmmmaybe," she admitted, coughing nervously. She always had a weakness to mental spells...

TL Care shook his head. "...Barri, please," he said. "Take care of yourself. If something were to happen to you or to Fluttershy... I don't know what I'd do."

Barricade just smiled, kissing him. "You'd soldier on. Same as any other," she said. "I know you, TL. You're a lot stronger than you ever give yourself credit for. And not just because you have my oversized plot to hide behind."

TL chuckled a little, shaking his head. "...It's going to get worse, isn't it," he said softly.

Barricade nodded solemnly. "I can't go into details, not even to you," she said in a surprisingly quiet voice. "But we're in major trouble here. This town's always been a weirdness magnet, but now things are getting serious. Too many ponies have died, TL. Plus..." She shook her head.

TL Care shivered softly. "Oh Barri... I wish you didn't have to take these risks..." he said, nuzzling up close to his massive mate.

Barricade smiled, a surprisingly gentle expression in her fierce eyes. "Someone has to, love. It's what my Cutie Mark is for. Being that impenetrable iron wall that nopony can get by. Just like yours is for healing," she said, gesturing to the bandaged heart on her husband's flank.

TL shivered. "Just... take better care of yourself, okay?" He gently ran his hooves over the bandaged part of her skull, sighing. He removed the bandages, revealing the large, swollen welt from where she had headbutted Nightmare Juggernaut, and began replacing them with new ones.

As he changed the bandages, Heavy wandered in.

"Ah! Giant pony is doing better?" he said, smiling. "I come to check on you for tiny flutter pony." TL eeped and hid behind Barricade, the larger pegasus chuckling.

"I'm fine, Heavy. My hubby's taking care of my injuries," she said, motioning to the comparatively small pegasus with the light yellow coat behind him.

"You are huge and scary," TL managed after a moment.

Heavy chortled. "Do not fear me. Heavy Weapons Guy is friend to all doctors!"

"That's nice," TL said, grinning weakly, visibly shaking. _Is he one of the mercenaries Barri mentioned in her last letter? He's huge... _

Barricade chuckled. "I know how to get him out, don't worry," she said. "TL? Honey? This is Heavy Weapons Guy, one of the Builders League United mercenaries. He's the one I headbutted while he was poisoned by Smooze."

Heavy could swear he heard an audible clicking sound, TL Care doing a complete 180 as he came out from his hiding place to examine Heavy, hovering around his head.

"Are you all right? Any lasting headaches from the injury? Any residuals from your transformation?" the pegasus asked, all business, all fearless. Once Barricade had mentioned Heavy's injuries, in TL's mind the mercenary had gone from 'large scary thing' to 'patient.' And no amount of fear would stop him from helping a patient.

Heavy chuckled. "I am fine, tiny doctor pony. Restoring Engineer's form restored mine as well. No injuries remain," he said.

TL frowned. "Still, I'd prefer you to undergo an examination," he said. "I don't fully trust 'magical' cures. It's no substitute for professional treatment and some tender loving care."

Barricade smiled. It was always a pleasure to watch her husband work. Heavy shook his head. "I cannot. BLU and Elements of Harmony are needed in Canterlot. Fluttershy is getting ready now, asked me to check on you two. She said she'd be by before we all left."

TL blinked. "Oh... does she have to leave so quickly?"

Barricade quirked an eyebrow. "Princess Celestia has called. Fluttershy is a defender of the realm, she has to answer," she said.

"Somepony as sweet and gentle as her shouldn't have to put herself at risk..." TL said, sighing.

Barricade hugged him. "I know..." she said softly. "But she's stronger, so much stronger than even she herself realizes. We have to give her the chance to show that strength."

Heavy thumped his chest. "I will protect little flutter pony," he said. "Do not worry."

"I'm holding you to that," TL said, frowning.

At that point, Harbinger came in. "Ah, TL. Good to see you here," he said.

TL Care scowled and threw his newspaper at Harbinger, the projectile striking him in the face.

"Nice to see you too," Harbinger said.

TL threw a pillow at him, Harbinger not bothering to dodge. "You broke your promise again," TL snapped. "Barricade got hurt, and my daughter was put in danger."

"Look, I can understand why you're mad," Harbinger said. TL threw a bedpan. This time Harbinger did dodge. "Is it my fault your wife has a policy of 'smash first, crush second, break third, and ask questions only if she remembers to?!'"

"YES," TL said, tossing a bottle. Harbinger caught it and set it down. TL moved to throw something else, but Barricade stopped him.

"Let's not break more of the hospital's property than we have to, okay?" Barricade said.

TL just scowled.

"A million things terrify him and I'm not one of them," Harbinger muttered. Heavy and Barricade both laughed. Harbinger shook his head. "I'm escorting the BLUs and Elements to Canterlot. What's the plan for here?"

"I've put in for a transfer to Ponyville to help with any medical needs here," TL Care said, sighing wearily. "If what Barri said is true, you're going to need all the doctors you can get in short order."

_Barry? _Heavy thought, amused by the nickname.

Harbinger nodded. "Your talents will be greatly appreciated, TL," he said.

Barricade nodded. "I'm staying here, both to recover from my injuries and to help coordinate the recovery and protection of the town while the BLUs and Elements are away. I've already got several volunteers. Mare-Do-Well's gone back to Manhattan and the Wonderbolts back to Cloudsdale, but they've both agreed to be on call if need be."

Harbinger nodded. "All right," he said. "You two take care. We'll be leaving for Canterlot in an hour or so."

"Good luck," Barricade said. "Keep our Fluttershy safe."

Heavy nodded. "Heavy will protect her, do not fear."

TL chuckled weakly. "It's because I fear that I've stayed alive so long. It helps me take things seriously," he said.

Heavy gained a thoughtful look on his face, having never considered that side of things before.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_2Fort..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"You wished to speak with me?" Merasmus said as RED Sniper entered into his quarters.

"Yeah... Sorry about the nutshot from me earlier, we tend to get tense when our mates are in danger," he said.

Merasmus thought about it and decided to just let it go. "Understandable," he said. "You are forgiven, and I appreciate the respect you showed me in coming here."

RED Sniper nodded, sitting down by Merasmus's desk. "...I actually need some help," he said.

Merasmus nodded, putting down the book he had been reading. "What can I do?"

"My transformation during the whole mess at the mine, the Christian Brutal Sniper... that's actually a real part of me. Everything I hate about myself, suppressed. And he got out... I couldn't stop him..." RED Sniper said.

Merasmus frowned. "...You wish for help to control him," the wizard said.

RED Sniper nodded. "The worst part about it is... if I understood what he said correctly before he locked me in my own mind, then BLU Sniper's already figured out to keep him in line. It's humiliating..."

Merasmus looked thoughtful, and began sifting through his books. "There are mind-delving spells. It's risky, but there are ways to confront this dark part of yourself..."

RED Sniper nodded. "I need to get this done," he said. "I can't risk the possibility of Christian Brutal Sniper taking over my body again. Do this, and I'll owe you one, so long as it doesn't hurt me mates."

Merasmus nodded, smirking. "A dangerous thing to say to a wizard such as I. What if I were to ask for your immortal soul?"

Bombinomicon chose this moment to float off of its shelf and chime in. "He doesn't know how to steal souls. Plus his hat doesn't actually steal souls, it just glares at you menacingly."

RED Sniper visibly relaxed. Merasmus glared at the book, who just calmly floated around the room, giggling. "I live to troll you!" the book said, cackling.

"Wretched thing," Merasmus muttered. "At any rate, I DO know a spell which can help you confront Christian Brutal Sniper. I agree that letting that menace go unchecked could be dangerous."

RED Sniper sighed. "Anything you can do would be appreciated, Merasmus."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Pony world..._

_Friendship Express..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The BLUs, Gem Sentry, RED Spy, Spike, and Elements of Harmony, all of those that had them wearing their artifact necklaces (or tiara in Twilight's case) ended up having a whole car to themselves, chatting quietly as the train made its way into Canterlot. When the train entered the tunnel, Pyro began to panic.

"Too dark!" she yelped, running back and forth. "Too dark!"

"Can't believe we forgot she's scared of the dark..." Soldier muttered. "Calm down and that's an order!"

"Least it is'nae as bad as when we first got here," Demoman chuckled. "She nearly burnt down the whole ruddy forest..."

Flames started to dance around Pyro's body. Gem squeaked and hid behind Engineer, frightened. "Too dark! TOO DARK!" Pyro wailed. RED Spy took to the air reflexively, twitching when Pyro came near him.

Every other unicorn in the room and Twilight lit their horns, creating a soft glow that lit up the car during the brief trip through the tunnel. Engineer moved to comfort her, but Trixie got there first.

"Pyro! Pyro..." the showmare said in a soft voice. "I know it's scary. I know what the cold and the dark can do to you. But the darkness always goes away. Believe in that."

Even as Trixie finished saying it, the train emerged from the tunnel. Trixie smiled. "See? Nothing to worry about," she said, hugging the firebug. Pyro shivered.

"S-Sorry..." she said quietly. "I just... I don't like the dark... It reminds me too much of home..."

"A Dark Element of Harmony scared of the dark," Scout said, chuckling. "There's freakin' irony for you."

Trixie snickered. "At least she didn't pee herself when I showed an image of Discord," she said, Pyro giggling.

Scout fumed. "I did no such thing!" he snapped.

Medic patted him condescendingly. "There there... He tries so hard. But despite his mother's best efforts little accidents do happen," the sadist surgeon said.

"The ONLY time I have EVER gotten piss on me in the past few years is because of the RED Sniper's fuckin' Jarate!" Scout snarled.

"Keep tellin' yourself that, laddie," Demoman said, taking a sip of scrumpy. "Ye just might believe it one day!"

Scout growled and went to the back of the car, away from the others as the BLUs all shared a laugh at his expense.

The Elements watched this exchange with a mix of amusement and bewilderment. Twilight quirked an eyebrow. "Is this some aspect of male friendship I'm unfamiliar with? This relentless insulting?"

Sniper chuckled. "All part of the game, sheila," he said. "Scout knows we don't mean it."

"Most of it, anyway," Spy added.

Soldier snorted. "The kid's problem is that he's got skin as thin as paper. Dodging can only do so much. You have to be able to TAKE a hit as well."

Derpy frowned. "Are you talking about actual fighting or taunting?"

Soldier shrugged. "In the end, it's all the same, isn't it? Life is a series of battles. You just have to work to win each one."

"That makes more sense than it should," Derpy admitted after a moment.

Pinkie Pie bounced over to Scout, nuzzling him. "You gonna be okay?" she asked.

Scout snorted. "Yeah, they're just dicks," he said. "I don't ever get mad, I just get even."

Pinkie Pie frowned. "...You aren't gonna do anything TOO bad to them, are you?" she asked hesitantly.

"Just a few harmless pranks, that's all," Scout said, smirking.

Pinkie Pie giggled. "Need some help with them?"

Scout shook his head. "Nah, I got this. The best plans take time to execute," he said. _Hopefully I can get it done before we have to go back, _he thought. He then frowned, wondering why the thought of leaving hurt so much... He shook his head, dismissing the thought.

In another car, Harbinger and the Doctor conversed.

"You're sure you can keep the Cyberpony technology from dominating Rarity's mind?" he asked.

The Doctor rolled his eyes. "Everypony keeps asking me that..." he muttered. "Of course I can. I've fought them enough times throughout the centuries to know how their tech works. The emotion suppressor chip is the only thing we have to worry about, and that's always gone in the chestplate. Any other hostile tech I can easily remove. We're just needing a leg. In addition to that, we're going to incorporate some of Gray Mann's technology into it. His obedience protocols are astonishingly potent. Rarity's new leg will do only what she wants it to and nothing else."

Harbinger nodded, sighing. "Sorry if I seem tense," he said. "I'm just not happy about having to go back to Court. With Barricade in Ponyville and Shining Armor a Prince of the Empire, I have to lead the Royal Guard until Shining's replacement is decided upon."

The Doctor blinked, quirking an eyebrow in amusement. "Still no luck on finding somepony to replace him?"

Harbinger grumbled. "Everypony we've tried either has been underqualified, couldn't take it, or was a goddamn useless noble..."

The Doctor chuckled. "And now the real reason for your distaste with the Royal Court comes out," he said.

Harbinger just snorted. "Damn fools... If I had my way I'd round them all up and send them all to the Home Guard... Fancy Pants and his ilk are about the only ones I can tolerate..."

The Doctor grinned. "Oh, the nobles serve their purpose, as do all things," he said amiably.

Harbinger snorted, flaring his nostrils. "What purpose could a bunch of useless, rich, stuffed shirt, arrogant, overblown fools have?" he asked.

"To make the Princesses look good by comparison," the Doctor said simply, sipping his tea and munching on a Jammy Dodger. (It had taken him months of pestering every cookie maker he could find to get the cookie made in Equestria, but damned if he was going to go without one of his favorite snacks in any of his forms.)

Harbinger had to chuckle at that. Almost immediately, though, he began coughing, clutching his bandaged chest as his broken ribs dug into him. He shook his head. "Shining Armor unavailable due to his responsibilities in the Crystal Empire. Discord trapped in stone again because of his guilt over an old mistake. One of the Light Elements of Harmony crippled. The Dark Elements of Harmony incomplete. Barricade forced into a command-only position because of her injuries, and me unable to use my speed until my own injuries heal and my internal magic reserves restore themselves. Plus despite her promise of allegiance, I still don't fully trust Chrysalis," he said, sighing. "And Slendermane now has an army of robots and an evil genius backing him. We are at a severe disadvantage here..."

The Doctor sipped his tea calmly. "I've told you about the odds I've overcome before, haven't I? The number of times I've rendered the Daleks extinct."

Harbinger quirked an eyebrow. "There's still the fact that they keep coming back," he said.

The Doctor scowled, waving a hoof idly. "Time travel makes the concept of things staying dead all... all wibbly-wobbly..."

"'Wibbly-wobbly?'" Harbinger said, chuckling.

The Doctor snorted. "At any rate, what I'm trying to get at is that I've faced similar odds with far less assets, usually just a companion and her lippy boyfriend," he said. "And each time, I've come out the victor."

"A fine thought, Doctor," Harbinger said. "But what did those victories cost you?"

The Doctor said nothing, looking away.

"I thought so," Harbinger said, nodding. "Victory has its price. Always. The question is always how much you're willing to pay."

"There are times you can get away with a full win," the Doctor insisted. "There are times when you can walk away from the battle, and everybody lives."

"I don't believe in miracles, Doctor," Harbinger said softly.

The Doctor's ears flattened as he scowled. "Never did get along with military..." he said, sipping his tea.

"Naivety will only get you so far," Harbinger said, closing his eyes and sighing. "Of the few things in this world I am certain of, that simple fact is near the top of the list..."

The rest of the trip to Canterlot passed uneventfully. They pulled into the station and got out, the Doctor excusing himself to head over to where the Cyberpony technology was located, Spike insisting on helping Rarity down the stairs.

"I shall be your legs, Lady Rarity!" he said, positioning himself at the stump of her limb.

Rarity giggled. "Spike, dear, that's very sweet of you, but there's a few problems with that plan," she said.

Spike blinked.

Rarity smiled indulgently. "Firstly, to truly be my leg, you'd need to hold still and hold on... and your claws kind of hurt."

Spike eeped, releasing his grip.

"Secondly... you're a little taller than my foreleg," Rarity said, kissing him on the cheek.

Spike blushed, realizing she was right. Then he nearly fainted in joy from her kiss.

Rarity sighed. "And finally, I'm fairly certain I'd get arrested for abuse if I used you as a prosthetic. Even though you're a volunteer, there's rules about this sort of thing we have to follow."

Spike grumbled, giving up. "Are you sure you don't need my help?"

Rarity nodded, looking uneasily at the steps down. After a moment, she shook her head and teleported down, smiling. "See? Easy as pie."

"Pie?" Pinkie Pie said, appearing next to Rarity. "What kind of pie? Because I've had a real craving for blueberry pie lately."

The others just chuckled, disembarking from the train themselves. Almost immediately, the BLUs were struck by the shining majesty of the city.

"Wow..." Scout said softly, admiring the shining buildings.

"Everything's so PRETTY!" Pyro said, giggling.

"Magnifique," RED Spy said softly.

Gem let out a trilling beep, visibly in awe. _This whole place is shinier than ME! _she thought excitedly.

Engineer nodded, pleased. "Good architecture," he said. "Solid. If we have time once Rarity's surgery is done, I'd like to see the supports that hold this city up against the side of the mountain."

Twilight grinned. "I'll see if it can be arranged," she said.

Only Heavy seemed unimpressed. He just snorted as he looked around the town and said nothing, retrieving his saddlebags. He glared at the well-dressed ponies milling about the station, all with their noses subconsciously in the air.

"What's wrong?" Fluttershy asked, sensing her partner's discomfort.

"City of the rich and elite," Heavy said, snorting again. "Over-privileged bourgeois who live off of the sweat of their workers."

"Oh here we go," Soldier muttered. "Save the communist propaganda for those who actually care, Heavy."

"I am Bolshevik," Heavy declared, thumping his chest proudly. "I serve the proletariat. And nothing will ever change that."

"You seem perfectly fine with the princesses," Engineer said, amused.

"And you don't mind hangin' out with a buncha capitalists," Scout added, smirking.

Heavy shrugged. "Princesses actually care about welfare of the people. I have no issue with rulers who care for those underneath them. But just from looking at this lot around us, I can tell they are exactly the kind of privileged elite my people revolted against years ago," he said, smirking and adding, "and as for you lot... well, nobody's perfect. I don't hold your faults against you."

The other BLUs snickered and shook their heads. Heavy's beliefs were clearly an old argument for them. Spy decided to get the last word in, saying, "And what about your vast collection of headwear and the like?"

"Is different," Heavy said, smirking. "A man is not complete without a large collection of hats."

This got a chuckle out of the entire group. Twilight, through Spike, sent a message summoning for several air chariots to take them to the palace.

"I don't mind walking, deary," Rarity said. "I'm grateful, certainly, but really, I wouldn't mind sightseeing and taking it slow. It HAS been a while since I've been here."

Twilight nuzzled her. "You can walk around all you like once we get you a new leg," she said, Rarity blushing.

The trip went uneventfully, the BLUs and Gem watching the city pass by beneath them with amazement. The chariots landed in a courtyard, a contingent of guards meeting them. The procession was led by four Earth ponies, each carting large, glowing, green-colored lanterns. They flashed the magical lights over the gathered ponies, Spy and RED Spy flinching and covering their eyes as the light passed over them.

"What ze hell was zat?" Spy demanded.

"Standard procedure," Harbinger said. "We may have a truce with the changelings right now, but ever since the invasion that took place during Princess Cadence and Shining Armor's wedding, we've had these detectors in place. Everyone coming into or out of the palace gets scanned."

One of the guards looked worriedly at the Spies. "Sir..." she said. "They reacted to the lanterns."

"They're half-breeds, here with special permission of the Princesses," Harbinger said, Twilight nodding in confirmation. The guards seemed uneasy about it, but decided not to say anything and just agree with their Captain.

"Princess Twilight Sparkle, Guardian of Everfree, is here at the request of Princesses Celestia and Luna to give a report on the recent battle that took place in Ponyville." She gestured to the gathered ponies, and said, "I also bring the Elements of Harmony, the other-dimensional mercenaries known as Builders League United, and a representative of Reliable Excavations and Demolitions for audience with the Princesses as well."

Harbinger stepped forward. "I am confirming these orders and am also taking up duties as head of the Royal Guard in Captain Barricade's absence."

The guards nodded. "We accept you and welcome you all to Canterlot," the lead guard said, the words clearly practiced. "Please follow us and we will present you to their Majesties."

The group was led through a long, opulent hallway, the BLUs marveling at the architecture of the palace. They paused outside a long hallway filled with stained glass windows, when one of the guards turned to the group and said, "If the mercenaries would please wait outside? The princesses have requested to speak with Captain Harbinger and the Elements of Harmony by themselves first."

Scout frowned. "Why?"

Harbinger understood. "The Elements and the princesses are dear friends with one another. Wouldn't it make sense that before anything else, you would want to make sure that your friends were all right?"

The gathered mares all grinned widely. The mercenaries could find no reason to contest that, so they simply sat back as the guards led the Elements inside, two white-coated unicorn guards standing outside the door.

"So I guess we wait then," Scout said, flitting about the room and admiring the stained-glass windows. The others simply sat down, waiting to be called it.

Gem trotted about aimlessly, tooting her toy horn as boredom set in quickly. The magitek mechanism began following a bug around the outskirts of the hall, amused by the way it trundled along, Gem crawling on her belly to keep up with it. Pyro began playing with flames, making butterflies out of them and having them float about the room, making the guards and RED Spy nervous. For a few minutes, nothing happened.

And then someone new entered the hallway.

"And who, may I ask, let you ruffians in the palace?" said the elegant unicorn as he strode haughtily up to the BLUs. He was a handsome creature, his coat a shimmering white, his blonde mane perfectly coiffed. He wore a jacket which was immaculately clean and pressed.

Heavy's eyes narrowed. Scout snickered. "Who's this ponce?"

The unicorn glared at Scout. "It's pronounced 'Prince.' Prince Blueblood," he said. "You may all bow respectfully now.

Heavy growled. Demoman rolled his eye. "Oh here we go..."

Blueblood looked them over, frowning. Only the guards bowed, their expressions eternally neutral, the BLUs were just staring at him with expressions ranging from annoyance to amusement, Pyro ignoring him completely and playing with fire butterflies.. "I can't help but notice that you aren't showing the respect I deserve," Blueblood said.

Engineer quirked an eyebrow. "Respect's gotta be earned, pardner. Y'all ain't done that, yet," he said.

Blueblood gagged. "Good HEAVENS your accent," he said, sticking out his tongue. "I never knew a unicorn could be such a RUBE."

Engineer's eyes narrowed beneath his goggles, but he said nothing.

Blueblood shook his head. "Out of my way, peasants, I have come to seek audience with my Aunties," he said.

"Forgive me, your highness," one of the guards said, "but the Elements of Harmony are already inside, and the Princesses have asked to meet them alone. The mercenaries are to join them shortly."

Blueblood grumped, pouting. "Oh for Heaven's sake. Hired killers? In the PALACE?" he said, indignant. "Plus THOSE show-offs again..."

Soldier snarled. "Those 'show-offs' have saved this world more times than you've probably given sincere compliments to someone, maggot," he said.

Blueblood glared at him. "Mind your tone, vassal. You've no idea what I can do to make trouble for you," he said.

Heavy growled. "You. You are embodiment of everything I hate. The bourgeois, entitled rich who think that just because they have money that they are meaningful," he snarled.

Blueblood actually smirked. "Ah. You must be of the 'labor movement.,'" he said. "Trust me, brat, that will never get off the ground. My family has been of noble title for centuries, descended directly from Celestia and Luna themselves!"

"Drunken one night stands that result in a random foal don't count bein' born noble, pally," Scout quipped, Sniper snickering.

"Mind your tone, whelp, or I..." Blueblood paused, noticing Pyro for the first time. He put on a winning smile and sauntered over to her. "At least one of your number is worthy of attention, it seems."

Engineer moved to stop him, but Scout held out a hoof to get him to back off, wanting to see where this went.

Blueblood grinned. "Well hello there, beautiful," he said, the mercenaries groaning inwardly at the cheap pickup line. "And who, pray tell, are you?"

Pyro blinked, her fire butterflies vanishing as she noticed Blueblood for the first time. "Hi!" she said pleasantly. "I'm Pyro. And you are?"

"Prince Blueblood," he said, posing grandly, his horn flashing discreetly and creating a perfectly timed dramatic breeze, "Lord Regent of Canterlot, Nephew to the Princesses of the Sun and Moon."

Pyro giggled. "You have a long name," she said.

"That's not the only thing that's long," he said, waggling his eyebrows. Pyro just stared at him, confused, not getting it.

Engineer started to protest, but Scout interrupted him. "Careful pal," Scout said. "She's the type of mare who'll set your balls on fire." _Take the bait, take the bait, take the bait_...

Blueblood smirked. "My my," he said, getting the wrong idea. "I like the sound of that."

Pyro stared at him for a long moment, and then shrugged, her horn flashing once.

"AGH, MY BALLS ARE ON FIRE!" Blueblood screamed, trailing flames from his crotch as he ran out of the hall, heading for the nearest fountain. The other BLUs and RED Spy laughed uproariously, Gem looking up in confusion. The robot had missed the exchange entirely, having been focused on following her bug. (She was debating making it a pet and calling it Fred.)

"Well, zat was pointless," RED Spy said. "Amusing, but pointless."

"It killed time, lads," Demoman said. "And we did'nae have to kill anyone either."

"He said he'd like it," Pyro pouted, still confused.

The guards frowned. "He CAN make trouble for you," one of the guards said. "With his connections, he can have you barred from several important places."

"Oooh, real scary," Scout said, doing a lazy loop-de-loop in midair.

Spy snickered. "As if people not wanting us there has ever kept us out of a place we wanted to be before," he said.

A loud thump came from behind the door. The BLUs, Gem, RED Spy, and the guards all froze, looking at the door. Gem nervously deployed her chainguns, revving them up in case she needed to attack.

One of the guards hesitantly knocked on the door. "...Princess?"

The door burst open, darkness washing over them all before they could do anything to stop it.

"No... No! It can't be... I KILLED YOU! _I KILLED YOU!_"

_**TO BE CONTINUED...**_


	30. Quick Little Gashes Part 2

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 27: Quick Little Gashes – Part 2**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts immediately after the events of Chapter 26. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot..._

_Throne room..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"No... No! It can't be... I KILLED YOU! _I KILLED YOU!_"

Medic blinked, hearing Heavy's booming voice as his vision slowly cleared, the darkness that had engulfed them slowly fading. What was surprising was the absolute terror in the massive stallion's voice. Medic looked up, seeing Heavy backing away, looking fearful. Medic looked in the direction Heavy was, blinking in surprise.

Slowly stalking towards him was a large, muscular, heavily bearded human in a Russian military uniform. The man was smirking, cracking his knuckles as he stalked towards Heavy. The massive Earth pony's eyes twitched fearfully as he slowly backed away.

"Heavy... Heavy, who is zat?!" Medic demanded.

"My old commander, back in basic training... but... I strangled him with my bare hands!" Heavy said, shaking his head in disbelief.

Medic's eyes widened. He had been told about this old monster.

The commander chuckled. "Obviously he didn't do a good enough job," he said in Russian, his voice like the sound of distant thunder. "Because he's weak. Too weak and kind to serve the people. Weakness deserves DEATH!"

"No...! I am strong! GET AWAY!" Heavy roared, charging the man.

The phantasm just laughed, knocking Heavy down with a single uppercut and sending the massive Earth pony flying away. Medic tried to attack him, whipping out a scalpel he kept in his coat and slashing at the commander, but the blade just passed right through him.

The commander sneered at Medic. "Yours will appear soon enough," he said, turning his attention back to Heavy.

Medic blinked, and looked around the room the darkness had dragged them into.

Twilight Sparkle, Rainbow Dash, Rarity, Pinkie Pie, Fluttershy, and Zecora were all facing down what Medic guessed were their evil selves from their dreams, each one desperately fighting for their lives. Applejack was running in terror from a massive timberwolf. Trixie was trapped in a bubble of some kind, shivering in fear, the inside of the bubble filled with blood red dust, the area around the showmare filled with an endless, empty starscape. Metal wings were slowly tearing their way out of her back as wires pierced through her flesh, slowly encasing her. Spike was being beaten ruthlessly by a large, red teenage dragon. The guards were being swarmed by demonic-looking changelings who were busily cocooning them, the terrified guards desperately struggling to get away. Princess Luna was thrashing her head back and forth, her coat darkening and lightening over and over again, alternating between pleading for mercy and maniacal laughter. Harbinger was desperately struggling away from a massive, hideous gorgon who was slowly turning him to stone.

And on the dais, hanging limply from thorny branches holding her in place, was Princess Celestia, a lifeless expression on her face. Hanging from the branches of the tree were black plastic garbage bags that dripped with blood.

"Oh man..." Scout said, he and the other BLUs save for Heavy gathering around Medic. "What the hell's happening?"

"It's fears..." Derpy said, startling the BLUs by coming up behind them.

Soldier hugged her tightly. "Oh thank God... Are you all right?" he asked.

Derpy grinned weakly. "Barely... The tree burst out of the ground at the same time the darkness overwhelmed everypony. And then Pinkie Pie's evil dream self showed up," she said, shivering. "Then Luna started being taken over by Nightmare Moon, and then more monsters started showing up..." She hugged Soldier again, in tears. "Please... I don't know what to do! I'm scared!"

Medic stroked his chin thoughtfully. "Ve must determine ze nature of zese dream creatures before ve can..."

"Priority one, help the others," Engineer said. "Let's go, BLU team!" He, Gem, RED Spy, and the BLUs, save for Medic and Soldier, all dashed off, moving to help their friends, Gem tooting her toy horn triumphantly. Pyro began blasting away at the bubble enclosing Trixie, only for her flames to sheet off harmlessly. The others met with similar failure, their attacks passing through the monsters as if they weren't even there, even as they brutalized the others.

"DUMMKOPFS!" Medic snarled, furious that they had just ran in without a plan.

"Stick with me, Derpy," Soldier said, "I'll keep you safe." Derpy nodded, keeping close to Soldier. He turned to Medic and asked. "I overheard you mumbling before the others ran off. You got something on these maggots?"

Medic shook his head. "I couldn't hurt Heavy's fear when it attacked him. It spoke, saying 'mine would appear soon enough.' Ve cannot just attack ze monsters head on. Ve have to destroy ze source of ze attacks. Und quickly, before ve are all consumed by our own terrors."

Medic, Derpy, and Soldier looked up to the tree that held Celestia, the sun princess letting out a low, helpless moan.

"The tree?" Derpy said softly.

"Possibly," Soldier said. "Come on, we have to..."

_taptaptaptap_

Derpy froze, her irises shrinking to terrified pinpricks. Tears began flowing down her face. "No..."

Soldier frowned. "Derpy, what is it? What was that tapping?"

_taptaptaptap_

"The beats of the drum," hissed a voice. "Can you hear them?"

Derpy whimpered. "Not him... Anypony but him..."

Medic growled. "Who is out zere?!"

_taptaptaptap_

A blonde-maned alicorn strode out of the shadows. His coat was an electric blue, his Cutie Mark an hourglass with a drum beside it. He chuckled, revealing teeth that were ground to sharp fangs. He smirked, ignoring Soldier and Medic's glares, tapping his hoof on the ground, a quick staccato beat.

_taptaptaptap_

"Hello companion..." the man said, his voice like the Devil himself. "I've missed you..."

"Stand down, maggot!" Soldier ordered. "You aren't touching her!"

Derpy whimpered. "Please... go away..." she wailed, slowly backing away from the alicorn.

"Say my name, companion..." the wicked alicorn said, ignoring Soldier and Medic as they moved in front of Derpy protectively. "Say my name."

Derpy shivered. "M-Master..." she almost whispered.

The Master drew in a breath, his face contorting in pleasure. "Oh yes... I love it when the Doctor's little pets quiver in fright..." he said.

"It's not real, fraulein! It's just a projection of your fears!" Medic shouted.

"Maybe so," the Master said. "But I'm more than real enough to make this little fool SUFFER!"

Before either Soldier or Medic could react, the phantom of the Master lunged forward, swooping over them and picking up Derpy, flying into the darkness with her, the mailmare's screams trailing off.

"Damn it!" Soldier snarled, running after the already gone pegasus, ignoring . "YOU BETTER NOT HURT DERPY, YOU PRETTY BOY MAGGOT! 'CAUSE IF YOU DO, I'LL RIP OUT YOUR GUTS THROUGH YOUR NOSTRILS!"

"Nice to know that you care about something," said a frighteningly familiar voice.

"Nice to know that you won't abandon her like you did us," said another familiar voice.

Soldier skidded to a halt, his eyes going wide. He slowly turned, seeing the fiery corpses of his brother and wife staring at him. In Karen's arms were the fiery corpses of his two infant children, all four of them staring at Soldier with hatred in their eyes.

"I'm sorry..." Soldier said softly, tears flowing down his face. "I'm so sorry... I didn't mean to leave you..."

"But you did," Lucas said, he and Karen starting towards him, burnt flesh falling off of their bones as they approached him. "Don't worry, though. This time you get to burn with us..."

Medic swore loudly, looking around desperately for some help. But all he saw was his teammates falling one by own as their fears and nightmares manifested to fight them...

/\/\/\/\/\

Engineer and Gem stared down Rarity's evil twin, the scarred up doppelganger laughing as she held Rarity in her forelegs, the three-legged unicorn whimpering fearfully and struggling to get away. "Dearest Engie," the phantom said. "Why deny us Rarity the privilege of learning how pleasurable pain can be?"

"It ain't right, ma'am," Engineer said, frustrated that he and Gem had been unable to hurt her. _I panicked, _he cursed himself angrily. _I didn't want anyone to get hurt so I jumped the gun. _

"Heh... Well, if it makes you feel any better, unlike the others I DO feel what you're doing to me. And I LOVE IT," the phantom cooed, caressing Rarity's inner thighs, the unicorn shivering in revulsion. "Why don't you go ahead and attack some more? Make us both feel good before yours show up and steal you from me..."

Gem beeped nervously, looking to Engineer for some idea of what to do. Before Engineer could speak, however, Gem felt something poke her in the flank. She turned, and let out a shriek of terror.

A robot Spy was standing there, twirling an electro-sapper on one finger.

Gem ran off, wailing in fear, the cackling robot chasing her. Engineer turned to help, only to run into a very familiar figure.

"Hello daddy," said the brunette-haired little girl in the blue sundress.

A look of sheer joy came over Engineer's face. "K-Krista?!" he said, hugging the phantom tightly as reason fled him completely, relief at seeing his daughter again overcoming his good sense. "Oh baby, Daddy's missed you so much..."

Krista grinned demonically, pulling a wrench out of nowhere and striking Engineer across the face with it. Engineer fell, looking up at Krista with a look of shock and betrayal. "Krista... Krista, what..."

'Krista' grinned evilly. "I don't need you anymore, Daddy," she said, an exotic woman with long, platinum blonde hair and an outfit that left nothing to the imagination sauntering out of the shadows. Krista hugged the woman's leg. "Mommy gives me everything I need now."

For Engineer, it was as if his heart was being torn out. He shook his head, tears flowing out from his goggles. "Oh, Krista, darlin,' please..." he begged. "It can't be true! IT CAN'T!"

'Irene' and 'Krista' just traded evil smirks, 'Irene' pulling out a wrench and stalking towards Engineer, who backpedaled away from the phantoms imitating his ex-wife and daughter, sobbing.

/\/\/\/\/\

Demoman, after falling on his face after yet another failed attempt to catch the giant timberwolf that was trying to eat Applejack, frowned as he watched the phantoms of Engineer's wife and daughter.

"Och, this is embarrassin,'" he muttered. "I gotta find a way to..."

A chillingly familiar roar echoed through the throne room. Demoman felt his blood freeze from just the sound of it. He gulped hard.

_Stay calm, Tavish. Yuir nowhere near the Loch, there's no water, yuir not helpless without a single bomb on ye..._ Demoman thought desperately. He took a step forward, looking down sharply went he heard a light splash. Surrounding his hooves was a large pool of water.

_Nonononono! _Demoman thought in fright as the roar came again. A massive creature burst up from underneath him, Demoman shrieking in terror as he found himself with no weapons to defend himself against the Loch Ness Monster...

/\/\/\/\/\

Scout frowned as he saw Demoman riding the Loch Ness Monster's head like a bronco rider, screaming like a little girl. Engineer, Gem, Soldier, and Heavy were in just as bad a position, trapped by what they were terrified of. "We're droppin' like flies... We gotta do somethin,'" he said, looking helplessly over at Pinkie Pie, who was hiding fearfully from her sadistic counterpart. He glanced away from her before evil Pinkie saw where he was looking.

Scout flapped his wings, preparing to take to the air and see if he could aid his friends, when a solid metal object struck him in the ribs. A loud cracking sound came from his chest as he landed hard, gagging in pain and coughing up blood. He looked up angrily... and froze.

The French Canadian who nearly raped his mother was standing there, bat in hand. He grinned, wiping his hands on his rainbow shirt and twirling the bat he held.

"As I recall..." the rapist said, "zis is ze very same bat you beat me to death with."

Scout just stared, shivering in fright. "No... No no no no..."

"Oh oui," the rapist said, getting a two handed grip on the bat. "Time to repay ze favor..."

/\/\/\/\/\

Sniper cursed his luck as he tried and failed yet again to make any kind of a dent on the armor clad copy of Rainbow Dash as she tried to murder the real one.

"I'll get you away from her, Dasher," Sniper promised. "Don't worry!" _I just have to figure out HOW..._

"You'll never get to save her, boy," said a voice from behind him. Sniper froze, slowly turning around to see the source of the voice

His father, in human form, stood before him, a furious snarl on his face. "After all... You're just a crazed killer. And a killer can't save anyone."

Sniper shuddered. _Why is here?! HOW is he here!?_ the rational part of his mind thought. But that part was drowned out by a sense of grief, of the fear of a son who just wanted to live his life and would be condemned forever by his father for it. "I'm... I'm not a crazed killer, Dad... I'm an assassin... There's a difference!"

"Oh really?" the older man said. "Name one."

"I..." Sniper stammered. It was the same answer he always gave. But for the life of him, he just couldn't think of it. "Dad... please..."

The old man shook his head in frustration. "You're a monster, Rory," he said, a sniper rifle forming in his hands. "You're a sickening monster. I never should have taken you on that fox hunt when it got after our chickens."

"Dad... Dad, if I hadn't shot the fox, it would have kept killing our farm animals!" Sniper protested. "That hunt helped me realize who I am!" _Why don't you understand!? Why can't you just accept me for who I am?_

"You got it wrong, Rory," Sniper's father said, aiming the rifle at his head. "I have accepted you for who you are. That's why I have to kill you, so you can't kill anyone else."

"No!" Sniper said, tears forming in his eyes. "NO!" He took to the air, just barely avoiding his father's shot. Sniper's father just sneered and began to follow his son, reloading...

/\/\/\/\/\

Both Spies dove out of a cloud of green mist that the fake Zecora had surrounded herself and the real Zecora with, cursing in frustration. As soon as she had spotted them, the evil enchantress had thrown town a potion that surrounded her and her real self in a cloud of blinding, choking mist.

"Zis is ridiculous," RED Spy said.

"We can't let ze fake Zecora hurt her," Spy said. "We have to try again!"

RED Spy shook his head. "We'll never get through zat mist!"

Spy snarled. "We have to TRY!" He looked around frantically. "Maybe if we get can find a cloud, or..."

RED Spy stared at his counterpart. "You really do care for her, don't you?" he said softly.

Spy just shook his head. "Focus! We have to..."

"Bug," said a voice, one that sent a chill down the spines of the Spies. They slowly turned, seeing a man with a thick mustache, thick beard, and thick chest slowly stalk out of the darkness.

"Papa..." the Spies said fearfully, unconsciously falling into perfect synch as they stared at the phantom of their father.

"Bug," their father said again, scowling. A belt was looped around one hand. "Useless bug, a grub feeding off of my hard-earned money. You were a mistake. And now you've MULTIPLIED. Disgusting."

"Papa..." the Spies said, slowly backing away. Their father suddenly surged forward, slapping them with the belt's buckle, drawing blood on them both. "Papa... please..."

"Disobedient, naughty, greedy, fat BUGS," their father said, kicking them both. "Killing me didn't save your mother. Your cowardice didn't save the village from the Germans. You're just as worthless as I always said you were. It's long past time someone put an end to you..."

The Spies, trapped in fear by this unholy phantom of their father, could only curl up and whimper as he began to beat them...

/\/\/\/\/\

Pyro, after several minutes of trying to burn her way into the nightmare of solitude that Trixie was suffering from, collapsed, her magic exhausted.

"Damn it..." Pyro muttered, slowly pushing herself back on her hooves again. She stared helplessly at Trixie as she sobbed, whimpering.

"Please... Where did everypony go?" Trixie whimpered. "It's cold... Please don't leave me alone..."

"I'm right here, Trixie!" Pyro shouted. "Please... please, hear me!"

"I don't want to be alone..." Trixie said as her eyes started to melt and reshape into mechanical LEDs.

Pyro screamed in frustration. She couldn't see or feel Pyroland at all in this mire, and she couldn't do anything to get into the shell of illusion that was encasing Trixie! She looked around, trying to see if she could get some help.

The first thing she laid eyes on was an older, unpleasant-looking human woman in an ugly pink kimono, her hair done up in a geisha cut, a cigarette dangling from her lip, an ugly mole on her cheek.

Pyro whimpered. She'd never told Medic why she hated that wig of his he got from the mission in Japan. But the fact of the matter is that the wig was the exact same style her mother wore, right down to the decorations.

"Brat..." Pyro's mother said. "Useless brat..."

"Mama..." Pyro whimpered, tears flowing down her face. Memories and images blended together, Mariko's old fears overriding Pyro's personality.

"Oh, so you do remember me?" the phantom of her mother hissed. "I was afraid that BURNING ME TO ASH made you forget me. Made you forget your obligations to me as a daughter!" She stormed over and grabbed Pyro by her mane, yanking it hard. Pyro yelped in pain, weakly struggling against her. She tried to manifest flames, but she had used them all up. She needed time to recharge.

"Mama... I'm sorry Mama... I didn't mean it..."

Pyro's mother sneered, lowering the smoldering cigarette to Pyro's cheek and pressing it in hard, causing her to wail in pain. "You've forgotten your old lessons," Pyro's mother said. "But don't worry. You'll be ready for customers again soon enough."

/\/\/\/\

Medic swore loudly. His comrades had all fallen prey to the phantoms of their past, leaving them helpless. "I need to hurry away from here..." Medic said, thinking aloud. "Because if zhis pattern follows, then mein own fear will be..."

"Traitor..." moaned a voice. Medic shuddered, his eyes going wide with fright. He turned around slowly, and saw over a hundred men and women coming out of the darkness.

"Ah," he said softly. "I vas vundering vhen you lot would show up."

"Murderer..." moaned one of Medic's past victims, each one still showing the hideous injuries that Medic killed them with.

"I... I don't suppose zat it vould help to say zat I vas misled?" Medic said, slowly backing away, tears flowing down his face. He remembered all of their faces, all of their names. He remembered what he did to them. "Zat herr Mengele lied to me, told me you were all criminals instead of my own people?"

"BUTCHER!" hissed a woman who's guts were handing out.

Medic shook his head, grinning weakly. "I didn't think so... Ah vell, it's not like I don't deserve worse," he said softly, backing away from the phantoms of his past victims. "Oy vey, zis is going to hurt..."

The horde of Medic's past victims charged him, screaming in rage. Medic covered his head, waiting for the end...

But it never came. A burst of light sent the phantoms of his past victims scurrying away. Medic looked up and gasped softly, seeing his rescuer.

It was a tall, majestic pony, an alicorn, in a dark black hoody that hid her face, her wings bursting through tears in the back of the hoody. On her flank was a Cutie Mark that matched Slendermane's.

Once the shadows were gone, she turned around and touched her long horn to Medic's. Medic shivered, feeling the familiar tingle of a full Ubercharge.

"Use it on Pinkie Pie," the Hoody Pony said. "It's the only way to fully cleanse these shadows and undo the damage they caused."

Medic's eyes widened. He looked from Celestia, hanging limply in the demonic tree, to Hoody and back again to Celestia, confused. "But... zat's impossible..." he said softly.

"FOCUS!" Hoody snapped.

Medic yelped and nodded, running over to Pinkie Pie. The pink Earth pony was sobbing, covering her head, her body covered in slash marks from her knife-wielding evil counterpart. Before either of them could react, Medic trained his healing beam on Pinkie and triggered his Uber.

As Pinkie's body glowed with bright light, pink, metallic armor formed on her skin as wings and a horn grew out from her body, filling her with power. A grin crossed her face, and she laughed happily, spreading her wings wide. The evil Pinkie Pie and Medic's vengeance-crazed former victims disappeared in a cloud of confetti as an epic rock opera remix of 'Giggle at the Ghosties' filled the air, Pinkie Pie's joyous power chasing away each of the shadows, turning them into something harmless.

"LET THERE BE JOY!" she declared.

The rapist that was chasing Scout suddenly found himself wielding a spiked bat. He missed a swing and hit himself, the rapist whining like a sissy at the tiny cut. Scout laughed at how pathetic the sight was.

The phantom of the Master suddenly found himself wearing striped socks for no reason. As it struggled to figure it out, a phantom TARDIS appeared out of nowhere and flattened him, leaving only his lower legs sticking out. Derpy giggled as those legs curled up and sank underneath the TARDIS, a phantom of the Doctor leaning out of the fake TARDIS and bowing proudly before vanishing.

Soldier blinked in confusion when the phantoms of his family stopped burning, looking chagrined that they were trying to kill him, the phantom of his wife telling a joke that only they knew. Hearing the joke again reminded Soldier of the good times his family shared before their death, and made him feel better, soft laughter coming from him.

The robotic parts growing out of Trixie disappeared as she laughed in sheer relief, the illusion of an abandoned alien world around her being replaced by the colorful, cheerful, and well-inhabited fields of Pyroland, Balloonicorn dancing around and playing a ukelele. He didn't know why Trixie could see him so suddenly, but he knew that the unicorn needed cheering up and fast when he saw her.

Pyro's mother was suddenly lifted into the air, protesting and furious, by a quartet of sumo wrestlers, who began tossing her around like a beach ball. Pyro giggled happily at the sight, glad her mother wasn't trying to hurt her anymore.

Applejack skidded to a halt as a horde of stereotypical lumberjacks ponies appeared out of the shadows, chasing after the giant Timberwolf while singing an utterly ridiculous song. She laughed as the Timberwolf yelped in fear, slowly being chopped to bits by the phantom lumberjacks.

Demoman had been tossed into the air by the phantom Nessie, about to be eaten, when Pinkie's powers hit. When he landed in the Loch Ness Monster's mouth, that mouth was now soft and plush, the monster having been changed into a giant stuffed toy. Demoman laughed in relief, climbing out of the now immobile creature's mouth and sliding down its body.

Fluttershy found herself unable to keep from giggling as a phantom of her own mother came out and began scolding her evil clone, dragging her back into the shadows by the ear, the evil clone protesting uselessly all the way.

Heavy blinked when a man-sized plastic robot appeared in front of his old commander. The commander hesitantly began boxing with the robot, trading blows with the machine until it scored a lucky uppercut. The commander's head popped up into the air on a plastic neck, the commander collapsing unconscious. It was then that Heavy got it, and began to laugh. He always thought the Rock Em Sock Em Robots were funny...

Rarity fell to the ground as her evil clone suddenly dropped her. The evil Rarity suddenly began fussing and fawning over her mane, which had gotten out of place during her struggles with her good self. Rarity began giggling, wondering if that's what she was like when she fussed over her mane.

Gem had just been cornered by the robot Spy (who along the line had acquired a minigun that shot sappers) when a phantom image of RED Pyro appeared, chasing off the robot Spy. Gem chirped happily, savoring the robot's screams of terror as the ghost RED Pyro shot flames at it.

Engineer watched, confused, as the phantom of his daughter suddenly turned and gave the phantom of his ex-wife the wedgie of a lifetime, yanking her underwear up so hard that it went over her head. As the fake Irene stumbled about, the fake Krista hugged her father happily, Engineer chuckling delightedly.

Twilight blinked as her evil self suddenly manifested a lab coat and a ridiculously overcomplicated set of goggles and began ranting like a cartoon mad scientist. She giggled as the clone seemed to realize something was wrong, but was unable to stop herself from making comical pronouncements of 'evil.'

Spike blinked as the teenage dragon suddenly broke out in a massive case of acne. The teenage dragon staggered, startled by this sudden development, when dragoness versions of the Elements of Harmony strode by, teasing him ruthlessly. The teenage dragon let out a cry of 'NOOOOO!' before vanishing in a pop, Spike laughing wildly.

Rainbow Dash was thrown into a corner by her evil clone. She was trapped and about to be killed when her clone suddenly slipped on a banana peel, landing face first into a whipped cream pie, and then flung into the air by a launch pad, moving so fast that she did a Sonic Rainboom, screaming in terror the whole time. Rainbow Dash laughed, both from the comedy and how awesome that sudden display was.

Sniper blinked and began laughing when a phantom image of his mother appeared, whapping his father over and over again with a newspaper, admonishing him for trying to kill their baby boy. Fond memories of his mother doing that to his father in the past filled him.

Zecora found herself unable to stop herself from smile as her evil clone suddenly began to choke on her own mystical smokes. She tried to resume her evil, knife-wielding dances repeatedly, but her coughing just kept getting worse. Zecora giggled.

The Spies stared as their father started talking in the voice of their favorite comedian, Jerry Lewis. Moments later, their father, confused, began acting like Jerry Lewis unconsciously as he began to fail at being menacing. Both Spies cracked up, snorting laughter.

Luna was at the epicenter of the joyous energy when Pinkie Pie changed. Her forced changes were stopped, Luna laughing in relief, falling to her knees.

The guards suddenly found themselves rescued when a phantom of Princess Cadence appeared, for some odd reason riding a motorcycle (although the vehicle didn't exist in Equestria, so they didn't recognize it) and wearing a black faux-leather jacket and dark shades. The phantom changelings stared at the newcomer in confusion and snarled, attacking her. The phantom Cadence whipped out a massive iron club and, with a single swing, sent all the changelings flying over the horizon, each one disappearing in a twinkle. "I bucking LOVE tiaras!" the phantom Cadence said, leaning on her club and lighting a cigarette. The guards began laughing at how silly the whole scene was.

Harbinger was almost completely turned to stone by the gorgon when a pair of ridiculously silly-looking glasses appeared on her face, lavender and star-shaped with sequins. The words 'Ponies Rule' were superimposed over the lenses, the gorgon blinded. With its vision cut off, Harbinger quickly reverted back to normal, laughing in relief as the gorgon stumbled about in confusion.

All of this took place in the space of seconds, all happening at once. As her friends' laughter filled the room, the alicornized Pinkie Pie giggled and turned her attention to the tree holding Celestia prisoner. She fired a concentrated beam of pure happiness from her horn at it.

The tree vanished in a flash of blinding pink light, which filled the room and chased away all of the darkness, the force of the tree's destruction sending everypony sprawling. As the light faded and everypony's vision returned, Heavy, who was furthest from the blast of light and not as blinded, thought for a moment that he saw Slendermane staggering about, tentacles hanging limp as it teleported away. It happened quickly, though, so he wasn't sure if he actually saw it.

He felt... quite good, actually. Pinkie Pie's happiness magic had purged away the fear and trauma that seeing his old commander again had caused, his physical injuries healed as well. (He made a mental note to find out if Equestria had anything like the Rock Em Sock Em Robots. That was too much fun.) A quick glance around to his comrades showed that they were all in similarly good condition, the back-to-normal Pinkie Pie sleeping contentedly nearby. Medic lay upside down near the throne, giggling like a loon.

He tromped over to Medic to check on him, the doctor laughing. "I feel groovy," he said, shaking his head dizzily as Heavy helped him up.

"Good job with that Uber, Medic," Soldier said. "Didn't know you had the time to charge it."

"Vell..." Medic said, a thoughtful look on her face. "Ze strangest thing happened. Zis... alicorn wearing a hooded sveatshirt helped me, chased off my phantoms and gave me a full uber just by touching her horn to mine. She had Slendermane's mark on her, but she was definitely fighting against Slendermane's creatures."

Luna and Harbinger traded startled looks. _The hooded pony is an alicorn?! t_hey both thought.

Celestia sighed wearily, covering her head. She wasn't fully affected by Pinkie's magic, but she did feel better. "Curiouser and curiouser..." she said softly, looking over everypony. "That tree just appeared out of nowhere and produced the darkness and the phantoms. We... we couldn't stop it. Whatever the cause, if you, Pinkie, and that Hoody pony hadn't helped us, we'd have been slaughtered by our own nightmares. For that, we are eternally grateful." Her eyes settled briefly on Phalanx, the guardsman helping his fellow guards to their hooves. Her eyes narrowed briefly.

_It was him... _whispered voices in Celestia's head. _He's the Slendermane... It's all his fault..._

It was a testament to how addled Celestia's mind was at the moment that she didn't realize that the voices telling her this were not her own. After a moment, she said, "Engineer. Before the attack, Twilight mentioned that you had an idea involving Cyberpony technology."

Engineer nodded. "Yes'm, your majesty," he said, bowing. "By combining it with Gray Mann's technology, we should be able to fashion a functioning prosthetic for Rarity. We're bound to need her mobile in the coming days, so we figured we'd best take care of this is short order. The Doctor's already at the facility where the old Cyberpony tech is being stored."

Celestia nodded. "After this, I fully agree. You have my permission. Luna?" she said, looking to her sister.

Luna nodded, sighing. "I agree as well. Rarity has done far too much good to be left like this when we have the means to help her."

Rarity grinned widely, giving the princesses a grateful look. Applejack smiled and hugged her.

Engineer grinned, bowing again. "Thank you kindly, your grace," he said. "We'll get started right away."

"You are welcome to stay in Canterlot as long as you need to," Luna said. "We will make arrangements with your hotel of choice."

"Ve vill also need an operating room to ourselves in the Canterlot Grand Hospital Twilight spoke of on ze vay here," Medic said, still compulsively giggling. "I need a chance to learn about Equestrian medical equipment und techniques before surgery begins."

"I can help you with that," Twilight said.

Luna nodded. "My sister and I shall make all the necessary arrangements," she said.

Celestia nodded in agreement and motioned for the royal scribe. "By the time you arrive at the Grand Hospital, everything shall be arranged for you."

Engineer nodded. "We'll split up from here," he said. "Rarity, Twilight, Spike, and Medic will go to the Canterlot Grand Hospital to get things prepped. Ah'll go to the Doctor and finish building the prosthetic leg for Rarity, and bring it over to her. Ah've already got her measurements for it."

"...Can I go with you?" Derpy said. "I really need to talk to the Doctor. Pinkie's magic made me feel better, but seeing the Master again..." She shuddered, smiling a little when Soldier nuzzled her comfortingly.

Engineer stroked his chin. "...Ah suppose that's all right," he said. "We'll all probably need some comforting once Pinkie's magic wears off, now that I think of it."

Pyro frowned. "What about the rest of us?" she asked.

As if on cue, the door burst open, Blueblood storming in, his testicles still smoldering. "Auntie, I have to see you immediately!" he said, casting a glare at Pyro. "I want these mercenaries arrested, exiled, and executed! In that order."

Everypony that wasn't RED Spy or a member of the BLUs stared at him in confusion.

"...Why is there smoke coming from your crotch?" Celestia asked, visibly baffled.

"The runty FEATHERBRAIN lied to me, and the fiery unicorn slut set my royal testicles on fire!" Blueblood proclaimed, not noticing Harbinger snort as he tried to keep himself laughing.

Engineer narrowed his eyes at him, scowling. Heavy growled furiously. Scout just smirked. "I told him the truth. That Pyro was the type of mare who'd set your balls on fire," he said. "It's not my fault that he thought I was speaking metaphorically."

Blueblood blushed furiously. The mares in the room began giggling, suddenly getting it. Celestia shook her head, sighing. And through it all, Pinkie Pie slept away, snoring cutely. Applejack rolled her eyes and put the slumbering Earth pony on her back.

Luna snorted derisively. Celestia, her expression stony, said, "As I see the facts in this matter, you were presented with all the details you needed to make a decision on how to act. You simply failed to interpret the facts correctly. I judge that no wrong has occurred, and no charges shall be filed."

"I concur," Luna said, unable to keep herself from smirking.

"WHAT?!" Blueblood shrieked.

"You're an idiot, the Princesses just shut you down, so SHUT IT!" Rainbow Dash summarized. Blueblood sputtered incoherently.

Before Blueblood could respond, Celestia added, "Also, you will be a tour guide for the BLUs and the Elements, showing them all the sights and attractions Canterlot has to offer. In ALL districts, not just the ones you're willing to go into. Also, the two Spies are half-changeling. You are to vouch for them if someone questions why they react negatively to the detection lanterns, and you are to pay for anything they want to buy."

Blueblood looked aghast. "But... But Auntie! They're COMMONERS! And there's commoner districts out there! I don't know what's out there! I might catch... stinky-commoner-itis!" he whined.

"Dear me," Rarity said softly. "Someone better at whining than I am."

"Makes ya feel better about y'self, don't it?" Applejack said, smirking.

Rarity giggled. "A little."

Blueblood continued simpering. "And changelings? Auntie, changelings are ICKY!"

Scout cackled. Luna turned her head away, holding a hoof to hide her grin.

Celestia snorted. "Blueblood... This isn't a request. It's a royal command from one of the co-rulers of the nation," she said. "DO IT."

Blueblood sputtered a few moments more, and eventually managed to say, "Can I at least make my petition?"

"Is it about banning all cake from Equestria again?" Celestia said.

Blueblood grinned nervously. "...Mmmmaybe?"

Rarity stared at him incredulously. "Seriously?"

"No, Blueblood," Celestia said. "Go wait down in the front lobby with those that are going on the tour, I need to make some arrangements. Everypony else, go to your tasks."

As the others went their separate ways, Blueblood grumbling the entire time, Celestia summoned some scrolls from a compartment in her throne and began writing. Luna sighed. "If it's all right with you, Tia, I need to rest after all this."

Celestia smiled. "Of course, sister. I may take a nap myself after this mess..." she said, sending off the first message. Luna nodded and strode off. The guards began to go back to their proper places, Harbinger heading off to the medical ward to check on his injuries, when Celestia called out, "Phalanx. I wish to see you alone later."

Harbinger looked back at the Earth pony, who nodded nervously. He frowned at Celestia, who kept her intense gaze on Phalanx as he took his place at the door. _No... No, she wouldn't. Not even in her addled state she..._

Harbinger decided to attend the meeting between Celestia and Phalanx himself.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Warehouse District..._

_Royal vaults..._

_Later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Please wait here," the unicorn guards said as they scanned Engineer and Derpy using various magical and mechanical methods. The entire process took about twenty minutes, but they were allowed through eventually.

They found the Doctor there, tinkering with various mechanical devices in a distracted manner. When Derpy showed up, he immediately hugged her. "I... I felt a presence..." he said softly. "It was like..."

"It was the Master," Derpy said softly. "Or at least a phantom that looked like him."

Doctor gasped and began looking her over, scanning her with his sonic screwdriver. "He didn't hurt you, did he? Bastard... Can't even escape GHOSTS of him..."

Derpy smiled. "I'm fine, Doctor," she said. "Medic briefly turned Pinkie Pie into an alicorn and she got rid of all the phantoms. The fake Master got killed by a TARDIS landing on him."

The Doctor grinned. "I would have loved to see that," he said. "But still, Pinkie Pie an alicorn? That's the seventh most frightening thing I've ever heard."

Engineer blinked. "What was the first most terrifying?" he asked.

"'I, Davros, now have the power of God,'" the Doctor said. His shudder and sad expression, plus Derpy's whimper of fear, told the tale. Engineer decided to let it go. Enough people had relived bad memories.

"What progress have you made?" Engineer asked.

The Doctor held up a rather unpleasant-looking mish-mash of technology. "I've manage to combine the two technologies. Gray's obedience programming is keeping the belligerent Cyberpony tech from attacking me easily, completely dominating it. Once we've managed to uplink it to Rarity's mind, she'll be able to control it easily."

Engineer nodded. "Good," he said, looking it over. "Y'all have made a great start, Doc. But what say we streamline this puppy?"

The Doctor smirked. "Of course. We are making this for a rather fashion-conscious pony, aren't we?"

Engineer nodded, quickly writing out a list. "Derpy, since you're here, could you go get this list of stuff?" he said, giving her a bag of bits from his saddlebag "Most of it should be at that hardware store we passed on the way here."

Derpy nodded, saluting. "Ponyville Speedy Delivery Service at your... ah... service!" she said, giggling. She flew out, heading for the store. The Doctor quirked an eyebrow at Engineer.

"You sure you're going to need all that?" he asked.

Engineer frowned. "Ah may not've been m'self when ah was Nightmare Clockwork, but it's still mah fault Rarity's gone three-legged. Ah need to fix this. Ah need to make it better than before. Ah won't accept anything less..."

The Doctor chuckled wearily. "You and I have that in common," he said softly. "Let's get to work."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot Grand Hospital..._

_Later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Medic flitted back and forth between tables of equipment, picking each piece up and examining it with amused relish. "Oh, yes yes..." he said. "Zese will do nicely... Zese fine toys make waiting for ze damn paperwork to clear vorth it..."

Rarity, laying on the table she would be operated on, frowned. "...You do remember you're just attaching a prosthetic, right?"

Medic scoff. "Ja, ja, I do," he said. "But zere is no reason I cannot take a recreational interest in zis MARVELOUS equipment." He cackled. Rarity shivered. Spike glared at him.

"Just do your job, Medic. Otherwise you're up against ME. SIR SPIKE," the little dragon said, puffing out his chest.

Medic grinned viciously, levitating a large amount of scalpels into Spike's face, the dragon's bravado dissolving like water in the sun. He gulped nervously.

"Be careful who you challenge, Herr Spike," Medic said, grinning maliciously. His subsequent chuckle was cut off when Rarity pressed a bonesaw up against his throat.

A cold look was on her face as she said, "I respect that you are a stallion with issues, Medic. However if you so much as put a scratch on my Spikey-wikey's head, you'll have issues with ME."

Medic just smirked. "Good. Very good, fraulein," he said. "Maintain zat vitality. You vill need it when surgery begins." Rarity just narrowed her eyes, keeping the bonesaw at his throat until he put all of the scalpels down.

"What's going on?" Twilight asked, frowning as she came into the operating room.

"A minor disagreement," Medic said, "Nothing more."

"Blades are involved and it's minor," Twilight asked incredulously, going over to comfort a visibly shaken Spike.

"Ja, Fraulein Princess," Medic said, smirking. "No blood was spilled. Ze disagreement was a minor one."

Rarity closed her eyes, intaking a deep breath. Twilight grinned nervously, trying not to think about the fact that necessity would force her to share this psychopath's mind with hers. "SO!" she said, desperate to change the subject. "I just got off the phone with Engineer and the Doctor. They're almost ready and should be hear with the prosthetic in a few minutes."

Medic nodded. Twilight frowned at him. "Should you scrub up or something, just to get ready?" she asked.

"If you insist," Medic said with a long suffering sigh as he headed for the washroom. Twilight followed him, leaving Spike and Rarity to themselves, Spike climbing up onto the operating table with Rarity.

Medic, an amused expression on his face, leaned up onto the sink in the washroom and began to scrub his hooves, whistling softly. Twilight followed him in.

"Medic?" she asked softly. "...What happened?"

"Herr Spike tried to assert himself. I simply reminded him vich of us vas the homicidal psychopath," he said. "Fraulein Rarity took umbridge vhen I asserted myself."

Twilight frowned. "It's almost as if you're hoping someone will kill you," she muttered. "I only caught a glimpse while the nightmare me was trying to dissect me, but... it looks like you just laid down for those zombies that were attacking you..."

"...Ja," Medic said after a moment, idly washing his hooves. "I was."

Twilight looked at the floor, shaking her head. "Why?"

Medic stared at her for a long moment, frowning. Finally, he spoke. "...Because, Fraulein, several years back I let my patriotism blind me. I let a very evil man utilize my talents for a very evil purpose. I grew to enjoy ze evil... und now, no matter how much I vant to, I cannot stop myself. Zose zombies? Were my victims. Yes, Fraulein. I want to die. Und I really do not care how at zis point," he said. "I am... not ready to go into detail yet, Twilight Sparkle... I still do not know how fully I trust you ponies..."

Twilight grimaced. She didn't know what to think about Medic. One minute he could be psychotic and savage, the next gentle and quiet, the next remorseful... This strange, beautiful pony was so odd, so fascinating.

She blinked, frowning. _Where did that last thought come from? _Deciding to muse on it later, she went outside and talked with Rarity as Medic got ready. Medic wheeled himself on a sanitary cart a few minutes later, Engineer, Derpy, and the Doctor coming soon after, a slender package wrapped in cloth being held in Engineer's magic.

Rarity stared at it nervously. "...How will we go about it?" she asked. "Will I be placed under anesthetic?"

Medic shook his head, Derpy, Twilight, and Spike giving her a startled look. "For ze plans Engineer and I discussed, medication vould interfere with ze cybernetics integrating vith your system. You cannot have any drugs in your system, or ze cybernetics will be rejected."

Engineer gave her an apologetic look. "I apologize, darlin,' but this is gonna hurt. Badly," he said.

Rarity shivered. Spike gave him a plaintive look. "Can't you give her just a little painkiller?" he begged.

"Not until ze end of the procedure," Medic said, not even bothering to look at Spike as he went over to examine the prosthetic.

"I'll... I'll be fine," Rarity said, smiling nervously. "After all, they are trying to help me."

Twilight frowned, looking thoughtful for a moment. "...Maybe Spike, Derpy, and I should wait in the waiting room," she suggested.

"Probably for the best," the Doctor said.

"I'm staying," Spike said, huffing and folding his arms.

Everyone looked at him. Spike shook his head. "What kind of man am I if I abandoned a lady in her hour of need? No, I'm not going anywhere. I may not be able to help but I can stay out of the way and be supportive."

Rarity blushed, smiling. _Such a gentleman, _she thought admiringly.

The Doctor chuckled. "I don't see the harm, do you?"

Medic rolled his eyes. "Fine, fine, fine," he said. "But if he gets sick, its his own damn fault. Let's begin."

Engineer nodded, and unwrapped the prosthetic fully as Twilight and Derpy left the room. "Spike, y'all can just sit over there," Engineer said, gesturing to a stool near the door to the operating room. "Rarity, if you'd lay down? On your side, please, missing leg side up."

Rarity nodded and complied, the Doctor putting on body restraints and a magic suppression ring on her horn, Rarity feeling a dull blankness settle in as her magic was temporarily nullified. Medic, unable to resist a grin, levitated over a scalpel. Engineer levitated a marker over and drew a pattern on the scarred up area where her leg used to be. Spike fidgeted nervously as he watched.

"Make an incision along that line and then remove the skin," Engineer said. "Keep your healing beam on her to minimize blood loss."

"Ja, ja, zis isn't the first time I've performed experimental surgery," Medic said, starting to cut into Rarity's flesh, the unicorn letting out a whimper of pain, biting her lip to keep from screaming. As the blood started to flow, Spike stared, gulping hard. As the cut grew longer and Medic started to pull away the cut flesh and bloodied fur, Spike fainted.

"...Can't say I'm surprised, really," Engineer said, chuckling.

"W-What's wrong?" Rarity said, cringing in agony as Medic cut into her. "Is Spikey okay?"

"Fainted," the Doctor said. "From the sight of the blood and removed flesh."

Rarity, just glad her was okay, and let out a yelp of pain as Medic finished cutting away the marked area away, tears flowing down her face as she looked away, not wanting to see Medic dispose of her own skin in the nearby biohazard container. The cut away area felt like it was on fire, the pain spreading throughout her body like electricity, the warming tingle of Medic's healing beam not lessening the pain even slightly. She started to curl up, but the restraints kept her in place.

"All right," Medic said. "She's ready to have ze limb attached."

Engineer brought over the limb, he and the Doctor joining Medic at the operating table. "Okay... First we'll bind her nerve endings to the circuitry.." he said. Rarity tried to turn to look, but a new, more intense surge of agony shot through her, causing her to faint from the pain.

She dreamed. Dreamed of steel alicorns the size of dragons roaring at her. Of a muscular purple dragon and a short human man in a hardhat dueling with the steel alicorn, driving it off. Of a purple flood, and a faceless monster. As she watched, the faceless monster's face tore open, revealing a bloody jawline. And it began to laugh...

Rarity woke up with a start, gasping. She found herself looking into the face of the Doctor, who was cleaning the excess blood off of her fur, a wide smile on his face.

"Hello and welcome back to the land of the waking world!" the Doctor chirped. "Everything went swimmingly I must say, no complications, no biological rejection of the limb. Rather brilliant bit of work I must say." He looked at the cloth used to clean her. "Same with this spell. Engineer said you invented it! Got all the bloodstains out quick as a wink. All you need's a bit of a comb, and you'll be right as rain."

Rarity blinked, and looked down at her leg. Her new, shiny, smooth cybernetic leg, white with two purple stripes down the center. She gasped softly. It was visibly mechanical, but the white matched her fur completely. Rarity grinned, gently brushing the operating table with her new mechanical leg's hoof. She could feel the surface of the table, could tell that it was foam rubber. She could feel her new leg, make it move just as she could her old one. It was magnificent.

She looked up again. Medic and Engineer were there as well, a widely grinning Spike on Engineer's back. "Can... can I try walking on it?" she asked hopefully.

"Don't see why not," Engineer said, smiling warmly.

Rarity gulped and slowly pulled herself to her hooves. Her mechanical leg made soft grinding sounds as she put her hooves on the ground one by one. She staggered a little, unsteady now that she was four-legged again, and began taking slow, steady steps forward. Tears of joy flowed down her face as she slowly became more accustomed to the new limb, giggling happily.

"It... It's beautiful..." Rarity said, hugging Engineer tightly. "Thank you!"

Engineer chuckled. "Aw, it ain't nothin,'" he said.

Medic smirked, decideding to throw Spike a bone. "Herr Spike kept watch on you ze whole time. He is brave for one so young," he said. The dragon coughed nervously, chuckling.

Rarity giggled. She remembered (vaguely) Spike fainting early into the operation, but appreciated Medic sticking up for him. "My brave Spikey-wikey," she said, kissing him. Spike giggled happily.

Engineer coughed. "Anywho... Your new leg, it's got some extra features. Attachments that will most likely be useful," he said.

Rarity looked at her new limb curiously.

Engineer nodded. "For one thing, in emergencies, you can just detach it from the base so you don't get caught again," he said.

Rarity huffed. "Well, that's all well and good, but I just go this limb, so I'm not about to test that feature if you don't mind."

Medic and Doctor traded amused looks. Engineer chuckled. "Wasn't gonna ask you to," he said. "Anyway, your limb also has a far greater range of flexibility. You can bend it any which way you like. Plus, the hoof can fold out into a hand. Everything's thought-controlled, but will respond only to direct commands so y'won't accidentally summon one of the tools while doing something else."

Rarity blinked, and looked down at her new mechanical limb, sitting down and holding it up. She tried to imagine it becoming a hand, willing it to do so like Engineer said, and to her surprise, it did just that, the hoof retracting and a blunt fingered metal hand folding out of it. She stared at it, turning it slowly, making the fingers wiggle.

"Huh..." she said softly, smiling in fascination, retracting the hand back in and replacing it with her hoof.

"There's also a some small gem-cutting tools and a flashlight that's powered by magic stored in a charged gem. The flashlight comes out the shoulder, so you can walk while using it. Ah also added a drill, a pickaxe, a shovel, a wrench, a lightning gun ah invented, and a diamond-tipped chainsaw," Engineer said, clearly proud of his work.

Rarity stared at him. "...Firstly, how did you fit everything in there, and why a cannon and chainsaw of all things?"

"Liberal abuses of tessaract technology," Engineer said, nodding to the Doctor, who helped stabilize everything. "Plus..." He blushed. "...Ah tend to overcompensate when ah get guilty. It's mah fault that y'all lost your leg, ah wanted t'give you something better than before."

Rarity just stared at the scientist for a long moment, and shook her head, chuckling and hugging him again. She then looked at herself in the nearby mirror.

She paused, walking over to it and staring at herself. Her mane was a bit of a fright, several hairs out of place, but oddly, she found herself not interested in that. She stared at her cybernetic limb, frowning.

_This happened because a friend of mine was turned into a monster, _she thought. _This... this can't happen again. Not to me, not to anyone else. _She felt resolve filling her, a strange, fierce resolve unlike anything she had ever felt before. _Slendermane is a greater threat than anything we've ever faced before. We have to stop him._

It wouldn't be until much later, after talking to Soldier, that she realized that this new feeling inside her was a warrior's resolve. She sighed, and turned to the others, smiling.

"Let's go out and see Twilight and Derpy," she said. "I'm sure they'll be wanting to see me."

"Lead the way," Engineer said, gesturing and stepping away from the door.

Rarity giggled, and walked ahead of the four men. "Come, boys," she said, flicking her tail. She staggered a little, but quickly recovered, her mechanical leg making a soft clanking sound on the tiled floor. They went out into the waiting room, where Twilight and Derpy greeted them immediately, Spike hopping over to Twilight's back.

"Rarity! You're walking on four legs again!" Twilight said, hugging her tightly.

"It's so pretty!" Derpy said, looking at her new leg.

Rarity giggled, hugging both of them. "The operation went splendidly," she said, casting another grateful look to the three scientists. "I'm back to four-hooved and fabulous."

Twilight couldn't stop grinning. "That's wonderful!" she said. She wanted to ask about the mechanics of her new leg, but in a supreme display of willpower aided by the simple joy of her friend able to walk normally again, she suppressed the urge.

Rarity smiled wryly. "I don't suppose either of you have a comb, though? I look a fright," she said. "I wish there was enough around here for a more thorough grooming, but I'll have to settle for getting my mane and tail in order."

A nearby nurse, overhearing this, held up her own comb after quickly washing it in a nearby sink. Rarity accepted it gratefully and went over to the tall mirror on one wall of the waiting room, brushing her mane and tail back into their former curls. As she did, she saw Twilight go over to Engineer and start asking about her leg. She shook her head, chuckling, impressed that Twilight managed to wait that long.

As she put her mane and tail back in order, she looked at her new leg thoughtfully. _It really is an elegant piece of equipment, _she said, flexing it slightly. It was a little sore around the place where it connected to her skin, but otherwise felt fine. _Streamlined, stylish... Heh. My sense of fashion really did get copied over to Dell. I wonder..._

Random thoughts coalesced, theories and formulas forming in her mind as a slow smile spread over her face. "I-DEEEE-a!" she crooned.

Everypony else looked over at her in confusion. Rarity giggled. "Sorry," she said. "But looking at this gave me an idea for a new fashion line!" She trotted over to them, explaining. "Leg sheathes designed to look like metal, headpieces with gems shaped to look like LED eyes, roboticized hats... Cyber Chiq!"

Medic and Engineer just stared at her, while Twilight, Spike, the Doctor, and Derpy traded amused looks.

"Yeah, I'd say she's coping well," Twilight said.

Rarity left them to go over to the nurse's desk, borrowing a notebook and beginning to sketch, giggling as ideas began to form. Medic and Engineer both looked doubtful still.

"She's thought up a new fashion line already," Spike said, leaning on Twilight. "That means she's feeling loads better."

Engineer frowned. "Ah suppose so," he said. Still, it felt weird to him.

Medic chuckled. "I am intrigued by her mention of roboticized hats, zough..." he said.

Spike was about to say something else, when he suddenly belched up a scroll in a swirl of green flame. Frowning, he picked it out of the air before he fell and read it. "It's from Trixie... I didn't know she knew the mail spell."

"I taught it to her shortly after she moved into Ponyville," Twilight said. "What's it say?"

"'Something silly is happening at this address downtown. Come immediately if you want a laugh,'" Spike read, reading off the address as well.

The Doctor shrugged. "We're mostly done here. The lab equipment is being sterilized and the room's been cleaned up," he said. "Let's go see! Allon'sy!"

Twilight nodded, smiling. "I am wondering what the others are up to," she said. "Let's go!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Business District..._

_Later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight and Spike just stared incredulously at the store.

Haber Dasher's Headwear Emporium, the sign on the front door said. Medic, Rarity, Engineer, and Derpy, upon realizing what the store was, gasped and stared, starry-eyed.

"It... It's Hathalla!" Medic said softly, staring at the multitude of hats inside, hats, helmets, wigs, and other headwear of all kinds inside.

"Magnificent..." Rarity cooed.

"We've hit the motherlode, everypony," Engineer said breathlessly.

"So many hats..." Derpy said, giggling.

Inside the store, the BLUs and the Elements were frolicking about, merrily trying on hat after hat, throwing the ones they wanted into a large pile in the center of the store. Trixie stood outside the door, smirking and gesturing inside, the amusement on the showmare's face clearly evident. Gem seemed content with the large top hat she wore, tooting her toy horn happily when she saw Engineer and motioning for him to come inside. Blueblood just stood near the door, whimpering as he mentally added up the cost of the growing pile of headwear.

And in the middle of it all, a bright pink stallion with a hat Cutie Mark, a large brown stovepipe hat on his head and a bright purple vestcoat on his body was grinning happily at the growing pile of intended purchases. He turned, noticing Twilight's group outside. He started towards them, saying, "Welcome to my store! I'm Haber Dasher, and..."

Rarity, Engineer, Medic, and Derpy charged past him into the store, immediately starting to try on hats, the speed of their passing leaving Haber Dasher spinning and sending his hat askew. Once he stopped, he saw them joining the others, and giggled.

"Best day EVER!" Haber Dasher crowed, adjusting his hat.

Twilight and Spike's jaw dropped. Trixie giggled. "Apparently the ones who've had their merger gained the BLUs obsession with hats."

"Unbelievable," Twilight muttered.

Trixie smirked. "And just think! Once we merge with Pyro and Medic, we'll have the same obsession with hats!" she teased.

Spike couldn't keep himself from giggling. He patted Twilight on the head. "Good luck with that," he said.

The alicorn princess whimpered.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later that evening..._

_The palace..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Phalanx walked calmly along, heading for the princess's chambers. Harbinger came up beside him, smiling.

"Good evening, sir," Phalanx said. "What brings you here?"

Harbinger shrugged. "I'm sure Princess Celestia won't mind if I accompany you," he said. "I just feel I haven't really gotten to know you well."

Phalanx smiled at the attention. "There's really not much to tell, sir. I've been a Royal Guard for two years. I've never served in the Home Guard, as you have, but I was around for the coronation of Princess Twilight and everything that happened after that."

Harbinger nodded. "Do you have any friends, family?" he asked.

Phalanx shrugged, continuing to walk along, Harbinger walking with him. "None really, sir," he said. "I get along well enough with the other guards. I have a steady girlfriend, a Thestral in the Night Watch named Willow Wisp, but my family died a few years back. I joined the training camp for the Guard shortly afterwards, so I could make them proud of me."

"That's a shame..." Harbinger said softly, thinking of his niece, Octavia, and her marefriend Vinyl Scratch. "Family's important..."

Phalanx nodded, smiling. "Sir, I appreciate you wanting to get to know me, but Princess Celestia has called me. I don't want to be late," he said.

Harbinger frowned, but nodded. "Very well," he said. "I shall accompany you."

The two of them entered the throne room. Princess Celestia looked visibly startled for a moment, but quickly recovered, glaring at them both darkly.

"I wanted Phalanx to come alone," she said coldly.

"I felt it necessary to accompany him," Harbinger said.

Phalanx bowed. "I am here at your service, my lady,"

Celestia scowled. "Very well," she said as the two of them approached her throne. "There should probably be a witness to this anyway."

"Witness to what, your majesty?" Phalanx asked.

Celestia's eyes narrowed, and she grinned coldly. The voices whispered to her intently as she said, "Your execution, Slendermane."

Before either stallion could process this, Celestia's horn flared, lifting Phalanx up into the air by his neck. The Earth pony gagged, struggling helplessly in her grasp. Harbinger tried to intervene, but a second magical field held him in place.

"Princess!" Harbinger begged. "Please, stop this! He isn't Slendermane!"

"He is," Celestia insisted. Glaring at Phalanx as tears of fright began to flow from his eyes. "Multiple times, Slendermane has appeared to me at the same time as Phalanx. His magic cannot hide the truth from me..."

Harbinger shook his head. "Princess, this is insane! Slendermane is..." he trailed off as a powerful magical 'slap' struck him.

"SILENCE!" Celestia barked. "Time to carry out your sentence, monster. You will never menace my sister again!"

As Harbinger screamed for her to stop, Celestia began to systematically dissect Phalanx, the guard's screams trailing off into choked gurgles as Celestia took him apart, peeling open his skin and removing his organs, tossing them haphazardly into a large black garbage bag she pulled from behind the throne. Phalanx, ever loyal to Celestia, died screaming in agony, wondering what he did wrong.

Harbinger staggered to his knees, unable to move, unable to stop this senseless slaughter as Celestia gleefully took apart Phalanx, blood spattering against her perfect white coat, letting his emptied corpse drop to the floor roughly. She chuckled.

"By all that's holy..." Harbinger moaned softly, staring at the ruin of the guard.

Celestia, cheerfully, descended from the throne. " Be at peace," she said to Harbinger as she freed him from the magical field holding him in place. "Slendermane is dead. My sister is safe." She coughed, turning to the ruin of Phalanx's body. "Now..." she said, her horn glowing, "...an identification spell. To find out what this creature is exactly."

Harbinger slowly got to his feet, cursing the slow return of his magic and the aching in his old bones. A soft light from Celestia's horn shone over the corpse and the organ-filled bag. Celestia's confident grin slowly faded, being replaced by one of confusion as her spell told her, quite clearly, that what she had here was the remains of an Earth pony.

"I... I don't understand..." Celestia said, frowning.

"I do..." Harbinger said softly. "Slendermane tricked you. Made you believe that Phalanx was him." The old Earth pony shook his head. "You've murdered an innocent, Princess Celestia."

Celestia's eyes widened in fright. "No..." she said softly, backing away from the corpse. She turned to Harbinger, hoping to get advice on what to do next, only to find that he hard turned to leave. "Wait. Where are you going?!"

Harbinger sighed. "To do my duty," he said. "I waited too long. I let my loyalty to you blind me to my duty, which you yourself assigned me. I am going to start to procedures for legally removing you from power and putting Princess Luna as sole ruler of the nation. You can no longer be trusted to lead."

Celestia blinked, shaking her head and teleporting in front of him. "NO!" she said. "You can't! Luna's still in danger! Her dream..."

Harbinger just shook his head. "Princess... Don't you see? You've been the target all along! Luna's dream at the start of all this was just to plant a suggestion in your head!"

Celestia frowned. She hadn't considered that. But still... "She'll still be in danger! If..."

"Right now, Princess," Harbinger said tiredly, "the biggest danger in the room is you. Please get out of my way."

Celestia's jaw worked, but she found herself unable to form words. Harbinger started to walk around her. "Stop..." Celestia pleaded. Harbinger kept moving. "Please..." Celestia begged, turning towards him.

Harbinger shook her head, and continued moving.

"STOP!" Celestia shouted, her horn flaring. Harbinger froze in place as magical flame erupted from Celestia's horn, flowing over him and into his eyes. Celestia, horrified, teleported to Harbinger's front.

A dull, innocent smile was on Harbinger's face, his eyes glowing softly.

"H-Harbinger?" Celestia said softly. "Are you all right?" 

"I am fine," Harbinger said, smiling happily. "Your light shines within me, and I am content."

_I brainwashed him, _Celestia thought, horrified. _What have I done?_

"I'm sorry," she said. "I'm so, so sorry..." She had no idea what spell she used. She had to fix this, she had to...

_Wait, _whispered a voice in her ear.

"Who... who's there!?" Celestia shouted, looking around in fright.

_Be at peace. _

_ We mean you no harm._

_ We are here to help. _

Celestia frowned, looking around suspiciously. "What's going on? I demand you show yourself!"

Wisps of dark smoke appeared, flowing around her, forming into shadowy creatures with glowing red eyes. _We are the spirits of darkness. As Luna's rage drew us to her, so your fear has drawn us to you, _they said.

Celestia stared at them with horror. "You... You are the ones who turned her into Nightmare Moon! Convinced her to rebel!"

The wisps chuckled. _We made the offer. 'Drink the Blood of Tirek, which you ponies so foolishly call the Smooze, and gain the power you desire, power to face your sister in equal combat and beat her.' She was free to refuse, and we would have withdrawn without another word. She chose to accept._

Celestia glared at the wisps. She refused to accept what they said as truth. "And now you seek to make me a similar offer? To accept corruption and be turned into a Nightmare?"

_You misunderstand. _

_ Only mortals change immediately. _

_ An alicorn, such as your sister, can control the power. _

_ They would just become stronger._

_ They become Nightmares only if they want to. _

_ If you recall, the rebellion started long before your sister became Nightmare Moon..._

Celestia started to protest, but it was true. She remembered the months of battle before the final confrontation at the palace, the one that forced her to use the Elements of Harmony on her sister, severing her connection with them completely.

Sensing her hesitation, the wisps continued.

_We offer you power._

_ Drink the Blood of Tirek. _

_ Become strong enough to defend your sister, to defend Equestria, from any foe._

_ Even the Slendermane._

Celestia's eyes widened. "I... I could protect my sister with this power?"

The wisps nodded. _The choice is yours, of course. _

_ We ourselves are beings of Harmony, incapable of lying._

_ There is a danger of corruption. _

_ But we do not lie about the power. _

_ Protect your sister._

_ Protect your ponies._

_ Drink the Blood._

_ We shall serve you as we did your sister._

_ And she will be SAFE._

The wisps swirled about, a golden goblet filled with purple, bubbling Smooze appearing before her. Celestia stared at it, fear and logic warring within her as she considered her next move. Every logical part of her mind screamed at her that this was wrong, that she should refuse the offer.

She looked over at Phalanx's remains, and at Harbinger, standing mindlessly nearby, awaiting her orders. She looked down at the goblet again. Tears flowed down her face as she contemplated her mistakes.

_I cannot protect anyone as I am now, _she thought.

Slowly, she lifted the cup up to her lips and drank the vile tasting blood, draining the goblet completely. Once the blood was drained completely, she coughed, falling to her knees as her veins pulsed purple. For the briefest moment, her body felt as if she was being immersed in acid...

...and then it passed. Slowly, Celestia pulled herself back up to her hooves. She shivered, feeling raw power flowing through her body. A calm suffused her as she looked around the room, considering everything.

_The power is yours now, _a wisp said.

_We serve you now, as we did your sister. _

"I didn't change into a Nightmare," Celestia said softly, looking herself over.

_You will not, my Empress, _said a wisp.

_Not until you want to. _

_ Not until you are ready, and have chosen your form._

_ Until then, you are simply stronger, having thrice the power you did before. _

The thought of that made her smile. Surely she could protect her sister, her little ponies, all of them now. She looked over at Phalanx's corpse, at the bloody mess on the floor.

The wisps swarmed around the body and the garbage bag, both disappearing into the darkness, the blood spilled on the floor, throne, and carpet vanishing as if it wasn't even there. Celestia briefly noted that the blood that spattered on her body had vanished as well.

_We will take care of this, _said a wisp.

_Fear not. We have hidden the sounds of this confrontation from the rest of the castle. _

_ No one will hear. _

_ No one will suspect_

_ No one will know._

Celestia smiled softly, turning to Harbinger. "What of him? Can I cure him?"

_Yes. But you don't have to._

Celestia frowned. "What do you mean?"

_He is your tool now. Your weapon to use to protect your sister._

_ He will believe whatever you tell him. _

_ For example, that Phalanx was not killed, he's simply been sent on a diplomatic mission to a foreign nation. _

_ That you've been fondly talking about Phalanx for several minutes now, and he was about to go to bed. _

_ He'll believe what you tell him._

_ He'll DO what you tell him._

_ Even if you tell him to act as he did before his brainwashing, at least until you call for him again_.

Celestia grinned widely. "Harbinger. By command of Princess Celestia, hear what I say and know it to be true. For the past few minutes, we have been discussing Phalanx, who has been sent on a diplomatic mission to Zebrica earlier today. You were just about to leave. In addition, until I call you to be my Swift Lightning again, I command you to act exactly as you did before my magic took command of you."

The glow faded from Harbinger's eyes as he shook his head, looking around in confusion. He saw Princess Celestia and smiled warmly. "I'm sorry, m'lady. I must be more tired than I thought. I blanked out for a moment there."

"It's all right, good Captain," she said. "Go to bed." She smiled, and added, "Or Luna's bed. Whichever you prefer."

Harbinger blushed. "Ah... my lady..." he stammered.

"Calm yourself," Celestia said, chuckling. "I know my sister has been seeking you out for comfort. You have my permission and my blessing to court her, if you so desire."

Harbinger grinned sheepishly. "Thank you, my lady," he said.

Celestia nodded. "Send me Phalanx's first report from Zebrica when you get it," she said, going back to her throne.

Harbinger nodded, bowing, and trotted off, whistling softly.

Celestia sat down on her throne, the wisps making themselves visible again, having disappeared after Harbinger recovered his senses. She smiled at the swirling masses of darkness, feeling her newfound power flow steadily through her body, like a rushing wave.

"And I know for absolute certain," she sang softly, remembering what Twilight sang at her coronation, "that everything's going to be fine..."

_**THE SUN IS RISING...**_

_**TO BE CONTINUED...**_


	31. WITNESS(c)

NO!

NONONONONONONO!

I'M TOO LATE!

THIS HAS TO STOP!

SHE HAS TO BE STOPPED!

IF THE SUN RISES, THEN7yu 687uyh6y7

that's enough of that

pest

trying to ruin my fun

stay in the narrative, where you belong

the story will continue

i'm not done having fun yet

you'll never beat me

i'll always be here

always a smiling cheshire cat that no one can catch

let the games continue


	32. Running of the Leaves

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 28: Running of the Leaves**_

_ The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts three days after the events of Chapter 27. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Mayor Mare sighed as she looked at the walls being built around her city. Stone and steel, magically reinforced, with expert engineers of all three tribes of pony making them so that they would be firm and strong, capable of withstanding all but the most powerful attacks. The walls weren't what was bothering her. No, what was bothering her was the fact that Ponyville actually needed them now. That Ponyville NEEDED to become a fortress.

She shook her head, and turned to Spy, who had been standing behind her all this time, a blue fedora adorning his head.

"It's... disheartening," she admitted to the half-changeling pegasus. "I never thought my city would actually need to have walls build up around it. I've prided myself on it being so peaceful and serene..."

Spy sighed, nodding in sympathy. "Ze unfortunate cost of going into a war is zat you must trade peace for vigilance," he said. "Right now, zough, we must concentrate on keeping things as normal as possible despite the changes."

"Which is why you and the others have insisted that the Running of the Leaves occur later today, despite all the recent dangers," Mayor Mare said, nodding. "I still don't know how you managed to convince them. Reason wasn't working, threats weren't working, Twilight's threats and reason weren't working..."

"We let Medic talk with zem," Spy said simply. "And we also left Pyro in ze room as well."

Mayor Mare stared at him for a long moment. "...Do I even want to know?"

"Non," Spy said flatly. "Trust me. Suffice to say zere was no permanent damage, mental or physical, and I'm... fairly certain zat ze fern can be salvaged."

Mayor Mare nodded, sighing as she stared up at the growing wall. "Welcome to Fort Ponyville..." she said softly.

"Oui," Spy said. "And now is not ze time for regrets. Now is ze time for leadership. Princess Twilight cannot remain here all ze time, which means zat you are ze authority figure zat everyone will be looking to. Focus on ze now. Do not let what is past bring you down." He placed a hoof on her shoulder. "Zere is an old Chinese saying on my world... Yesterday is history. Tomorrow is a mystery. Today is a gift. Zat is why it is called ze present."

Mayor Mare smiled. "That's good. I like that," she said.

Spy chuckled. "We cannot change ze past, mademoiselle. We can only learn from it. You admire your father? Zen now is ze time to show zat you can be just as good a mayor as he was. You protected this town from crime, now you can lead it in protecting itself from ze forces zat would destroy it," he said.

Mayor Mare sighed, nodding. "Well, I'll do what I can..." she said softly. "Hopefully I'm up to the task."

Spy smiled, adjusting the brim of his fedora, a quartet of playing cards in the band around it. "You will be," he said. He politely excused himself and went to look for the other BLUs and his RED counterpart. He found the BLUs, all wearing one of their new hats, at the base. Gem (wearing a Stetson hat) and Pyro (wearing a clown wig), were playing with a ball, while the others were gathered around a table, making preparations for their next move.

"So how are we gonna handle even introducing the concept of defense training to these ponies?" Scout said, scratching his head underneath his trilby hat. "No offense meant, but there's, like, about ten here that are actually capable in an extended fight. At best."

"First we need t'figure out what all we're gonna be teaching them," Engineer, also wearing a Stetson, said. "Ah can handle showin' how to build and maintain some less modern sentry posts, crossbow towers and the like, building placement, and supply line maintenance."

Scout thought for a moment. "I'm gonna show them how to get in and out of places quickly with intelligence, how to get max detail on quick observations. Probably gonna have to make use of Everfree to teach them."

"Which brings them to my classes," Sniper added, idly lowering the visor of his feathered shako. "I'm gonna be focusing on marksmanship, patience development, and wilderness survival training."

Soldier snorted. "Hoof to hoof combat training is where I'll be teaching," he said.

"Gym class just got real, eh Solly?" Scout said, smirking.

"You've no idea, boy," Soldier muttered, Scout's face falling.

Pyro, from where she was playing. "Gonna teach everyone how to use fire as a weapon, as well as fire safety," she said.

"Interestin' hearin' YOU talk about fire safety," Scout said.

Pyro smirked, turning to Scout. "I'm insane, not stupid," she said. "I've learned a lot since my first arson melted my face off." Gem tossing the rubber ball at her head brought her full attention back to the game.

Scout shook his head. "How about the rest a' you mooks?"

Heavy grunted, looking over some sketches he had with him. "Heavy weapons design, maintenance, and proper usage. Say what you like about speed and tactics, it is the one with the biggest gun that wins the war," he rumbled, pushing his fez back up on his head.

"A sad commentary on life," Engineer muttered.

Demoman took a swig from the scrumpy bottle he had with him and coughed. "It's pretty obvious, but I'll be teaching bomb design, as well as defusing. I hate te say it, but I'm gonna have te work with mostly unicorns..."

Medic quirked an eyebrow at him, his eyebrows raising up into his ushanka. "Interesting. Ze pegasi und Earth ponies vill not be happy to hear that."

Demoman shrugged, a pained look on his face. "I've prepared a demonstration te show me point. It's a sad fact, but bomb-making and defusing is a precision art. Hoofwork is'nae gonna cut it, which means unicorn magikinetics is the only way te do it right. The fact that I've made what I have so far is a ruddy miracle."

Engineer chuckled. "More like a testament to y'skill, Tavish," he said, Soldier nodding in agreement.

Demoman smiled. "Thanks for the thought, laddie, but what I said still stands. I've been doing this long enough that I can work with the limitations that hooves bring. But with a bunch of inexperienced townies..." He shrugged.

The others traded concerned looks, but they nodded. "In my case, it is obvious as well," Medic said. "I vill be teaching field medicine und first aid to everypony. Unicorns I vill also try to teach how to cast my medibeam."

Spy sighed. "I will be teaching precision assassination techniques. I will also be teaching disguise and intelligence gathering through spywork," he said, idly playing with his knife. "I will also be teaching when to do strategic retreats."

"Because nothin' says courage like running the fuck away," Scout said, nodding sagely. He then dodged Spy's attempt to smack him, chuckling. "Anyway, I got an idea on how to present things. We gather everyone in town, and take them to different stations, each of us showin' what we're offerin' as a skill, let them pick who to train with. And we do it the day after the Running of the Leaves, so we can get the fun stuff over with first, let everyone have some cooldown."

Engineer stroked his chin thoughtfully. "Like a jobs fair, almost. Ah like it, Scout," he said.

"Egad, Scout had a good idea," Demoman teased, adjusting his tam o' shanter.

"First time for everything," Soldier added, the two hoofbumping.

"Both of you can go suck eggs," Scout said, adjusting the trilby he wore on his head. He smirked, and added, "Or maybe Soldier would like to go suck Derpy's muffin?"

Soldier smacked Scout upside the head. "Say that name with respect, boy," he snapped, his viking helmet wobbling. The others chuckled as Scout rubbed the back of his head, grumbling.

Engineer frowned. "Where's RED Spy? Ah get nervous when ah don't know where he is..."

"Last I heard his spell was about to wear off and he was getting ready to leave, getting a final briefing from Princess Twilight," Soldier said. "Leave him, the spook will update our lookalikes on what's going on."

Engineer snorted. "Ah just hope he can find a way for the REDs to get to our families soon... Damn Administrator..." he said, scowling.

Pyro, pausing in her game with Gem, went over and hugged him. "You'll get to see Krista again. I know you will," she said softly, smiling.

Engineer just sighed, leaning into the hug, as the other mercenaries awkwardly turned away.

"Anvvay..." Medic said, coughing. "Ve are certain zat ze Running of ze Leaves should occur?"

"It's as Demoman said," Spy said, sighing. "Zese are not soldiers, as all of us are. Zese are civilians drafted into a militia out of necessity. We need to make sure zat zey have as much normalcy as possible. Throwing them completely into military life right away will destroy zem.."

"I've already worked out patrol routes and security with Barricade and her volunteers," Soldier said, pulling out some notes. "Everypony on the Running's route will be safe."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Meanwhile..._

_Outskirts of town..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

RED Spy, pulling a cart full of hats under a tarp, chuckled as Princess Twilight glared at it.

"I still can't believe you all bought that many hats," Twilight muttered.

"Just a few small souvenirs, your majesty," RED Spy said, chuckling.

"You all bought thirty hats. APIECE," Twilight said. "They had to be shipped separately."

"Zat showed remarkable restraint on our part, I think," RED Spy said, nodding.

"You all sang a song about hats on the train back," Twilight growled.

"Nothing wrong with zat," RED Spy said.

"It had a hundred different verses," Twilight growled.

RED Spy sweatdropped. "Purchasing fine headwear makes for a relaxing day," he said after a long moment. "Besides, most of my purchases are gifts for my team."

Twilight sighed. "You don't even know if you can take them back with you," she said.

RED Spy shrugged. "No harm in trying," he said, smirking. His expression turned serious, and he added, "Princess... I wish you and ze others good luck in trying to stop ze force behind all zis."

Twilight nodded. "Thank you... We'll need it..." she said. Harbinger had seemed more at ease after the attack, and Celestia did seem more relaxed, but both Luna and Twilight felt that something was a little off. Whenever they thought about it seriously, though, their thoughts became muddled and confused, Twilight and Luna finding other things to think about.

RED Spy nodded, a tingle going over his body. "I can feel ze callback spell activating," he said. "Princess, we will do what we can on our end, and try to keep Gray Mann and his robots in check."

Twilight nodded, and started to say something else, when magical energy bombs began forming around RED Spy, encircling both him and his cart of hats. Twilight, her ears going back in fear, backed away slowly.

"Oh, good, zey are coming with me," RED Spy said. "Au revoir, fair princess! May we meet again under better circumstan"_**KABOOM**_

The explosion of magical force sent Twilight flying backwards, making her slam into the side of a building. She shook her head to clear it, and looked back at the crater where RED Spy used to be.

"Interesting way to travel," she said, chuckling a little and heading back into town.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Human world..._

_2Fort Base..._

_BLU intelligence room basement..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Merasmus, the Bombinomicon floating nearby, waited patiently at the site of RED Spy's arrival. With a resounding magical blast, RED Spy, turning human again in a swirl of dark energy, and his cart flew up into the air, slamming into the ceiling, the cart shattering and spraying hats everywhere.

RED Spy landed with a splat in the center of the circle, groaning softly, the remains of his harness sliding off his body. Merasmus strode over to him, gesturing grandly.

"SPY!" Merasmus intoned. "Welcome back to the world of your ohgodthathurts..." The wizard trailed off as RED Spy's fist collided with his crotch. RED Spy pulled himself upright, first to all fours, and then realizing that he was bipedal again and standing up. Merasmus doubled over, clutching his manhood, only for a surprise uppercut from RED Spy to send him to the floor in a single blow. 

Bombinomicon laughed wildly, spinning about in midair as Meramus moaned in agony, clutching his crotch. "Medic..." the wizard moaned.

RED Spy spent a few moments flexing his fingers and toes, getting used to having them again, and adjusting to a bipedal position once more. He adjusted his tie casually and headed upstairs, where the others were waiting for him.

"Heard the blast, laddie," RED Demoman said, grinning. "Figured it was you coming back."

"What happened over there?" RED Scout said, a wicked smirk coming to his face. "Did you have sex with a pony?"

"Never thought I'd be glad ta see you, wanker," RED Sniper said, chuckling.

RED Soldier smacked him. "Sitrep, Spy. You were gone for four days," he growled.

"Is other me really all right? Can Mr. Balloonicorn really go between the two of us like he said?" RED Pyro asked.

RED Engineer frowned. "The others are sayin' I turned into a flesh-eating monster, that I was trapped in an Australium mine for a thousand years... But I don't remember any of it. What happened?"

At that, RED Spy paused, a sad look coming to his face. He reached into his pocket, sighing in relief when he found his cigarette case there, pulling one out and lighting it, taking a long drag from it.

RED Soldier glared at him. "WELL!?"

"One moment," RED Spy said. "This is the first cigarette I've had in days." He took a moment to savor the smoke entering his lungs, the others waiting impatiently for their answers. After a minute, he sighed, and said, "...All right. What happened was zis. BLU Engineer was captured by an entity called a Weeping Angel, an alien that looks like a statue of an angel with its eyes covered, capable of moving with tremendous speed in an eyeblink, but only when not being looked at. It took BLU Engineer and sent him to the past, 2000 years precisely, and onto an alien planet."

The others went wide-eyed at that. "Our soul link..." RED Medic said softly, realizing. "Engie's sudden transport vas a side effect of BLU Engineer's encounter vith ze Angel."

RED Spy nodded. "Indeed. BLU Engineer had to drink an empowering, corrupting poison to survive on ze alien world, eventually going insane from loneliness and becoming a monster called Nightmare Clockwork."

The other REDs traded nervous looks. RED Engineer shuddered, RED Pyro hugging him. Something about this was striking a fearful chord within him.

RED Spy sighed, continuing. "Long story short, Clockwork was bested by my counterpart and his Element of Harmony partner and changed back to normal. As I'm assuming ours was too from his own transformation, judging by your expressions and ze fact that we have a human Engineer in front of us. But he still had ze memories. Two thousand years of being alone and afraid on a world not his own, of pain." His hand started to shake at this. "A young mare, a stage magician who goes by the name of ze Great and Powerful Trixie let all of ze memories zat both BLU Engineer, and by extension, our team's Engineer, suffered from be transferred into her. She took all of both Engineers' suffering unto herself, so they could recover." He lit another cigarette. "It's a miracle zat she hasn't gone mad..."

The REDs just stared, struck dumb by this. One person, willing to take on all of that pain... and still able to remain sane.

"Great and Powerful indeed," RED Heavy said, voicing the tremendous respect the team had for her.

RED Spy sighed, and then grinned. "Time enough for a full report later. To lighten this sudden pallor, I have good news: I was able to bring hats back with me!"

"Hats?!" the other REDs all chorused, grinning widely. RED Spy led them downstairs, the mercenaries happily sifting through the remains of the cart, trying on the hats.

Merasmus, sitting near the medkit he recently used to heal his wounds, frowned. "...Why don't they like me? I've come here to help, after all," he asked, not really expecting an answer.

"Other than that, you've given them no reason to like you, amigo," Bombinomicon said. "Because you have burro shit for brains, you let Administrator trick you into giving her a spell to split them into two. You preen at every opportunity, are making doing the right thing seem like some grand charity gesture on your part that you're suffering for doing, and always ALWAYS ALWAYS ALWAYS talk like you're better than them."

"I'm a wizard," Merasmus muttered petulantly. "Of course I'm better than them."

"No, Razzy, you're not," Bombinomicon said, chuckling. "You know, like, three, four spells tops, and rely on me heavily. Plus, you're just not that nice a person. These guys? They're stone cold killers and most of them are just flat out LOCO. But in their own way, they're good people. Plus they can kick your ass all over Teufort."

Merasmus glared at the book, the line of conversation making him uncomfortable. "You talk of my reliance on you as if you object to it," he said.

Bombinomicon snorted, chuckling. "I do a little, actually. It's because you're nothing compared to the guy who created me. Now THAT was a wizard," the demonic book said, sighing wistfully. "I still remember him. Mi papa. Diego de la Montoya. He knew so much about bombs and magic, it was beautiful. He even breathed life into me. Didn't have to, but he did, so I'd be even more special. And then he disappeared forty years later..." The Bombinomicon's face turned sad briefly. "Great man. The only thing you have in common with him, Merasmus, is that he sucked just as much as you do at making friends. Ah, but in everything else, mi papa was amazing. He even had a cool nickname. Because of the swirly star pattern on his amulet that he always wore, and his epic face fur, everyone always called him Star Swirl the Bearded..."

RED Spy froze. "Wait..." he said, turning towards the book. "Did... Did you say Star Swirl the Bearded?!"

Bombinomicon blinked, confused. "Yeah, so?"

RED Spy stroked his chin thoughtfully. "...Did he have a big stereotypical wizard's had? Blue, with bells lining the brim?"

Bombinomicon shivered. "Okay, you're starting to spook me, spook," it said. "What... Why are you asking me this?"

RED Spy looked visibly shaken. "...Star Swirl the Bearded was the name of a tremendously powerful unicorn in Equestrian history," he said, everyone's eyes widening. "He aided the original founders of Equestria in making the nation, dying a hero on that world after revolutionizing magic for ages."

Bombinomicon gasped. "The spell used to send you over..." it said softly, shaking visibly. "I... I remember now... It was the spell mi papa used on the day he vanished..."

Merasmus looked thoughtful for a moment. "Spy," he said. "Was there any mention of a demon named Tirek?"

RED Spy nodded. "In old religious texts, yes. Ze ponies get nervous if you mention his name in any way, zough..." he said.

Merasmus frowned. "Then our worlds are more connected than I realized at first," Merasmus said. "I need to investigate this further, see if there are other instances of disappearances that led to Equestria, and..."

"To hell with that!" Bombinomicon said, turning to RED Spy. "I gotta know! What did mi papa do over there? What did he teach?! Did he make any more living books? Did... oh, hey, a ghost."

The REDs all turned, yelping at the sight of their former employer's ghost, Redmond Mann, floating in the midst of them.

"Drop whatever you're doing, mercs," Redmond said. "You're going to help me send my brother to hell."

The Administrator, who had been silently watching this exchange up from her base until now, just facepalmed. "And here I thought we were well rid of that idiot..."

Miss Pauling frowned at the monitor as the mercenaries argued with the ghost of Redmond Mann. "Wait... if he's here, then where's Blutarch?"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Gray Gravel Co..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"HOW THE FUCK ARE YOU STILL EVEN HERE!?" Gray Mann screamed, glaring at Blutarch Mann's ghost as it floated around his office, looking at the robots, one of each class, who just stared back at the ghost in confusion.

"Y'know, for someone who mocked gravel so readily, you've certainly got a nice gravel company here," Blutarch snarked. "Decent little army of robots, too. All powered by graveline, I bet."

"It's 'gasoline,' and no, I found a more reliable power source. As for the gravel, it's a quick, easy way to make money, as construction companies need it constantly for their projects, the facility is an excellent cover for my robot making operations, and it is HARDLY the only company I have," Gray said, glaring at the specter. "And you STILL haven't answered my question. WHY ARE YOU STILL HERE!? I distinctly remember stabbing both you and Redmond to death. Several times. It felt great. I came."

Blutarch snorted. "We still haven't decided which of us have won yet. We couldn't find a lawyer that would listen to us, so we had to find a witch doctor with lawyer training to take a look at our father's will. As it turns out, so long as our spirits remain on the Earthly plane, we're not technically dead yet. I want to get my mercenaries to send my brother to Hell, and yet I can't seem to find them. WHERE ARE MY MERCENARIES, BROTHER!?"

Gray scowled. "In a magical pony land, finding love, happiness, and being hailed as heroes for saving lives from evil monsters that have been attacking them," he said, quietly amused by the fact that such a silly statement actually applied in reality.

Blutarch scoffed. "Be serious, Gray," he said, gesturing dismissively.

"I am," Gray said simply.

Blutarch stared at him. "...Seriously?" he said after a moment.

Gray nodded. "I recently made an attempt to kill them. They thwarted it with the help of some locals," he explained, still glaring at his brother's ghost.

"HOW DARE THEY!?" Blutarch raged. "HOW DARE THEY GO BE HAPPY ON MY TIME, ON MY PAYROLL!? I'LL HAVE THEIR HIDES FOR THIS! I'LL oh sweet merciful God what the gravel is that?!"

Blutarch hid behind the Heavy robot, all of the robots sputtering and shorting out as Slenderman appeared, looming menacingly over the room.

Gray smirked. "That is my business associate. He's generally called Slenderman, although that's not his real name. He and I are working together to our 'mutual interest.'" Gray stood up, and motioned to his brother, who was cowering behind the shorting out robot. "Slenderman? This is my brother, the late Blutarch Mann."

The faceless, black-suited monstrosity just stared at the terrified ghost, its head turning to the side curiously. Blutarch whimpered. "I'm so glad I don't have working bowels anymore. If I did, I would have crapped myself so heavily by now that it would be flooding down my pants legs!"

"Well, I certainly didn't need that image," Gray muttered, scowling. "What do you want, brother? Slenderman and I have business to discuss!"

Blutarch gulped. "I... I need to send my brother to Hell, so I can finally beat him. I wanted the mercenaries to take his corpse to one of the Hightower facilities, the one that's built over an old Indian burial ground and has awakened all sorts of things. There's a gate to Hell to throw Redmond's body into, thus condemning him forever."

Gray blinked, and looked through his desk for a moment, pulling out a file. "Ah, I know that place. 'Helltower,' the rubes are calling it," he said, tsking. "Cursed skeletons... That'll be no issue. Ooh, delightful, magic spellbooks were found there that anyone can use... though only in magic-laden areas. Hnh. No matter. Well, if it'll rid me of you... I built my robots in the image of each of the mercenaries. I'll upgrade the AI of one of each and loan them to you, and they can send Redmond to Hell for you on... say, a Payload cart. Deal?"

Blutarch nodded, still staring at Slenderman, who lost interest in the conversation and teleported away. The ghost shivered. "Can't you feel how flat out WRONG that thing's existence is?" he asked, honest fear and wonder in his voice.

Gray shrugged. "He provides me with what I need, I give him aid. I don't care how 'wrong' his existence is," he said. "Do you want my help or not?"

Blutarch shivered again. "Whatever. Deal. Anything to avoid having to be around that thing ever again..."

Gray smirked. "Excellent. Arrangements will be made and I'll get everything set up for tomorrow," he said.

Blutarch nodded, floating away. Gray grunted, leaning back into his chair. The life extender in his spine made a slight beeping noise, reminding Gray that he needed to recharge it. He looked over to his robots, seeing them still affected by Slenderman's presence.

"I can tell you're still here," he said.

Gray blinked, Slenderman appearing in his vision. Gray smirked, silently grateful that Slenderman had shown him that Australium mine. Even the Administrator, for all her intelligence and manipulations, hadn't been aware of it. If he had gone to open war against her, he might not have had the Australium he needed by this point to recharge his life extender.

Slenderman quirked his head to the side again, 'talking' to Gray in his disturbing language of mental images.

Gray shook his head. "This is a minor distraction," Gray said. "I can upgrade my robots to be immune to your corrupting presence, I just need some more Australium from the mine to do it. As for our plan, we're still on schedule. Send me over tomorrow and disguise me as a local. I am fairly skilled at infiltration, so with the information you've provided me so far I can blend in and learn what I need."

Slenderman just stared at him, 'asking' him a question.

Gray snickered. "Of course I'm sending Blutarch to Hell as well. The REDs, if Redmond's done what I expect and gone to them for aid, will probably try to do the same. Honestly, I'm doing the world a favor. The combined STUPID of those two idiots is almost as toxic to life in general as your very existence."

Slenderman quirked its head to the side again.

Gray rolled his eyes. "Oh, relax. I'm not doing this out of altruism, I'm doing this to get rid of a potential spanner in the works. Their incompetence, blithering idiocy, and desire for attention would be too much of a distraction to our overall goals. This is an easy, practical solution to a potentially impractical problem. Pest control, if you will," he said, looking over the Helltower facility's file again. "Olivia will be here tomorrow. You can use her as a sacrifice for the portal then, and... hm?"

Slenderman explained why he wanted her, the imagery of his 'voice' disturbing and violent.

"Oh. You can open a portal on your own, you just wanted her because you were hungry, felt like hurting something small and helpless, and to test my resolve," Gray said, sounding undisturbed by the thought. He shrugged. "Well, that's fine too. You're paying me, I don't mind paying you as well."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Pinkie Pie, wearing a pirate's hat (and eyepatch), busily worked on her balloon, getting it set up for the festivities this afternoon. Twilight, still smoldering a little, trotted up to her with a smile.

"How's the Twinkle Balloon coming, Pinkie?" she asked.

"Right as rain and twice as delicious!" Pinkie Pie said, tossing a donut into the air and catching it in her mouth.

Twilight blinked, and shook her head, deciding not to bother asking about the odd turn of phrase. "So you'll be ready in time for the race, then?"

"Yep yep yep!" she said. "Me and Spike are gonna have a blast commentating this year!"

Twilight nodded, smiling. "Good, good. Where are the others?" she asked.

"Rarity's working on designs for her new 'Cyber Chiq' line and planning things to do with Sweetie Belle tomorrow to celebrate the Running, Applejack and Rainbow Dash are training for the race, Fluttershy's spending time with her mother, who is also coordinating the guards for the race, Zecora is off getting something to eat, Trixie is preparing some added flash for the start and finish of the race with Big Macintosh keeping her company, and Derpy is spending time with Dinky and Sparkler. The BLUs are in their base, Berry Punch is debating on whether or not to start seriously dating Demoman, RED Spy I'm guessing went back to his world already, Cheerilee's practicing her plant powers, Mayor Mare's contemplating murdering the town council..." Pinkie Pie rambled.

"Pinkie..." Twilight said.

"Cheese Sandwich wrote me from Trottingham, he's doing well and said he's gonna get me the new model party cannon for my birthday, I don't know where Discord's statue is but I'm sure it's in a safe place, Coco Pommel's dedicated her latest line to Rarity and is intrigued by her Cyber Chiq idea too, Gilda's in Griffhala and got arrested for harassing customers at her father's hotel..." Pinkie Pie continued to ramble.

"Pinkie..." Twilight said, fuming a little.

"Bon Bon and Lyra are making out at home but that's private so I probably shouldn't have mentioned it, I don't CARE where Slendermane is so long as he's NOT HERE, he's not even our friend but I decided to mention it anyway, Mare-Do-Well's in Manehattan doing hero-y things, Spitfire's back at Cloudsdale debating how to get into Mare-Do-Well's pants..."

"PINKIE!" Twilight screamed. Pinkie blinked, smiling at her. Twilight sighed. "Just letting me know where our friends are would have sufficed."

Pinkie blinked, confused. "Isn't everyone in town our friend? I know they're all my friends."

Twilight just chuckled, shaking her head. "I just meant our immediate circle of eighteen."

"You have eighteen circles?" Pinkie Pie asked, blinking. "Are you making an Equestria Games flag? Because they don't need that many."

_After all this time you'd think I'd learn not to bother, _Twilight thought internally. "Thank you Pinkie, I'll keep that in mind." She trotted off, leaving Pinkie Pie to her work.

Twilight sighed to herself. "I really hope this goes well," she said softly. "Spy's right, we do need something along the lines of normalcy..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"This is Spike the dragon with Pinkie Pie here in the Twinkle Balloon, bringing you the latest in Running of the Leaves race action!" Spike said, grinning as he talked into the magically enhanced microphone. "We've got a great number of contenders today, including some newcomers!"

"That's right, Spike!" Pinkie Pie said, giggling. "Running for the first time are the ponies of Builders League United, that team of super-amazing mercenaries from another world that's been helping us through the recent spat of crises!"

As young dragon and party pony announced the racers, on the sidelines, Rarity watched from her picnic blanket, Sweetie Belle cuddling up to her sister, frowning at her cybernetic leg.

"Does... does it hurt?" she asked softly, stroking the metal limb gently. "Having this attached, I mean."

Rarity sighed. "It aches a little where it's connected," she admitted. "But I'd rather have it than be stumbling around three legged."

Sweetie Belle nuzzled her. "I'd help you walk around, sis," she said.

Rarity smiled, gently kissing Sweetie Belle on the forehead. "I appreciate the thought, darling, but you need to live your own life. I'm fine. My metal limb can feel sensation like my old one can, and I have the sisterly love of a wonderful filly like yourself to help give me strength."

Sweetie Belle grinned and snuggled in closer. She looked at the beginning of the track, where Rainbow Dash, Applejack, the BLUs, Twilight, Derpy, and (surprisingly) Zecora were all getting ready to race.

"You're not gonna run, sis?" Sweetie Belle asked, looking up at her.

Rarity gave her a bemused look. "Even if I wasn't getting used to a new leg, can you honestly see me willingly exerting myself in such a sweaty contest?"

Sweetie Belle giggled, shaking her head.

Applejack smiled over at the two sisters, glancing over at Apple Bloom, who was helping Trixie with the starting fireworks. She went over to her sister to check on her.

"Everything all right here, sugarcube?" she asked.

Trixie nodded, grinning. "Your sister has quite the mechanical prowess," the showpony said. "She's actually corrected an old problem I had with my launchers before."

Apple Bloom shrugged. "Just noticed a few things out of place," she said. "This way, Trixie should get a better spread and brighter colors out of her fireworks. Plus, we both have a big finish waiting for the winner!"

Applejack raised her eyebrow curiously. "How do y'all know anything about fireworks?"

Apple Bloom blushed. "I... may have gotten curious and eavesdropped on Demoman and Trixie a few times..."

_Celestia have mercy, _Applejack thought with amusement. _Apple Bloom with explosives. _"Well," she said aloud, mussing her sister's head. "Considerin' Trixie's talent for makin' a show and yer own know-how, ah reckon' it'll be a right fantastic setup."

Apple Bloom grinned, leaning over the launchers to make a few last minute adjustments. Trixie leaned in and whispered in Applejack's ear. "Have you ever considered that her special talent might be just this? Mechanical work? She's even helped me fix the problems I keep having with the wheels on my cart."

Applejack nodded, sighing and whispering back. "Ah think she's startin' to recognize it," she said. "But danged if she isn't one of the most stubborn ponies ah've ever known. And this is from someone who's seen Pinkie Pie try to make friends with someone who didn't even like her."

Trixie giggled.

Applejack frowned a little, and asked. "And how're you doin,' sugarcube?"

Trixie sighed. "The nightmares still come. But the hallucinations stay away so long as I'm not alone," she said softly. "I know you don't entirely approve of Trixie dating your brother, but he's been both very good to me and very good for me."

Applejack chuckled weakly. "Well, Big Mac's like that. Ah'm just glad you aren't doin' too badly."

Trixie smiled gratefully.

Rainbow Dash, meanwhile, was waiting by the BLUs. "You're all participating?" she asked.

Soldier nodded. "This is the best way to show solidarity with the town," he said. "Plus, nothing wrong with a good 10K run through the forest," he said.

Scout grinned. "Especially when you're fast enough t'leave everyone else in the dirt," he said.

"You MUST be talking about me," Rainbow Dash said with a smirk. "'Cause obviously a skinny runt like you won't be able to beat 'the Dash.'"

Scout cackled. "HA! Ain't nobody can beat me in land speed! Plus, I seen the way you snack, chubs. You'll be lucky if you beat HEAVY!"

"I'm standing right here," the massive Earth pony rumbled, offended.

Rainbow Dash got right in Scout's face. "You think you can beat me?" she said, grinning wickedly. "Bring it, skinny!"

"I'll bring it all over you, chubs!" Scout said, the two of them literally butting heads.

Sniper facehoofed, shaking his head and snickering. "Those two are so alike and they don't even realize it," he muttered.

Spy snorted, grinning. "Oh, let zem rail on each other. So long as feelings aren't hurt, zis competitiveness can't harm anything," he said.

Zecora, nearby, sat in a lotus position, meditating quietly before the race. Fluttershy, who had chosen to spend time with her parents in the security booth instead of racing, came up to her.

"This is a change, isn't it Zecora? I mean, I've never seen you race in the Running before," she said. "Not that I'm saying it's a bad thing, I..."

Zecora smiled. "I know what you mean, no harm was meant. And indeed, for me this is quite different. Lately though I'm feeling the need to get out. To experience life and what it's about," she said, blushing a little at Spy. "And it helps that I've found a stallion to trust. Who's body is as hot as his motives are just." She blushed, realizing what she just said.

Derpy, who was nearby and overheard, giggled. "No harm in showing admiration for a stallion you like," she said.

Zecora nodded, blushing. "Normally I'm able to control what I say. But I had such a good time being taken both way..." she clapped her jaw shut.

Derpy and Fluttershy stared at her, a blush spreading over all three mares. "Did you... with both Spies?" Derpy said quietly, grinning widely. "At once?!"

"Oh my... oh MY my my..." Fluttershy, blushing bright red and giggling uncontrollably.

Zecora nodded, blushing. "My mouth is getting away from me today. But last night I did indeedhave myself a three way," she said.

"Details, honey, details," Derpy said, sidling up to Zecora in amusement. Fluttershy politely excused herself, her internal TMI sensors blaring alarms. Although despite herself, she found herself blushing brightly at the idea, unable to stop smiling.

Medic cricked his neck, listening to Zecora regale Derpy with her story of last night's fun. He turned to Spy and said, "Are you sure it vas vise to do somezing so intimate vith Zecora? This isn't our world, Spy."

"It could be..." Spy said softly.

Medic stared at him in shock, his eyes going wide. Spy sighed. "...Ze more I think about what we left, ze more I realize... we had nothing zere. Just ze war, an influx of..." He shook his head. "'decorations' we hung on ourselves, and an utterly evil woman for an employer."

"But... ve are..." Medic stammered.

"We are welcome here, Herr Konigburg," Spy said, Medic flinching at the use of his real name. Spy shook his head, sighing again. "Here, we have friends outside of our regular circle. Townsfolk who appreciate us and enjoy our company, and don't have to worry about our petty, meaningless conflict with RED blowing up zere town. We have... love..." He turned to look at Zecora, smiling warmly. "With all ze women I've romanced before, I've never encountered someone as... as VIBRANT as her before..."

Medic scoffed. "It is ze changeling DNA talking," Medic said. "Ve are a foul thing, Spy. Ve cannot stay here."

Spy stared at Medic, frowning. "Your ex-wife doesn't hate you, Medic. She still cares for you. And I know you are aware of Heavy's feelings for you."

Medic, closing his eyes tightly to fight back tears, growled. "She shouldn't care for me. Neither should Heavy. I'm not vorth caring about," he said. "Spy, do you think ze others vant to stay here? Zis place isn't..."

"Some of ze others are considering staying here, Medic," Spy said softly.

Medic's expression was one of horror. "No... No, zis is... Ve do not deserve to..."

Spy's eyes narrowed. "Do not project your self-loathing onto us, Medic," he said warningly. "We ALL deserve some measure of happiness." His face softened, and he added, "Even you."

Medic closed his eyes, taking a deep breath. "I... forgive me," he said. "It is... hard, sometimes..."

Spy just nodded, a gentle smile coming to his face . "Of course. Let us focus on ze race, yes?"

"Actually..." Medic said, giving Spy a pained look, "I zink I vant to be alone right now. I have... much to zink about, ja?"

Spy frowned, but nodded. Medic turned to walk away from the starting line. Heavy and Twilight both turned to follow, but Spy held them back, shaking his head.

"What is wrong with Medic?" Heavy asked, frowning worriedly.

Spy shook his head. "He is simply having a self-reflective moment and needs time alone," he said. "He will be fine." _I hope..._ Spy added inwardly.

Heavy and Twilight both watched Medic skulk off, frowning worriedly. Heavy turned to Twilight, but she was already talking to one of the nearby royal guards, who nodded and followed Medic.

Twilight looked up at Heavy, and said, "Just to make sure he doesn't do anything... 'regrettable' to himself... I've had enough friends killing themselves on me..."

Heavy smiled gratefully. "Thank you, tiny princess pony," he said softly.

Twilight smiled, the two of them heading back to the starting line.

Pinkie Pie and Spike hovered the Twinkle Balloon over the starting line. "The racers are in line, and we're ready to start!" Pinkie said, looking down at the Doctor, manning a giant hourglass and holding a starting flag in his mouth. "The flag is up, and..."

The Doctor brought the flag down, a dazzling display of fireworks going off. The racers all took off, Applejack, Rainbow Dash, and Scout pulling into the lead quite quickly, Rainbow Dash and Scout quickly pulling ahead of the pack, matching each other exactly.

Heavy, for his part, found himself lumbering along at the back of the racers. He didn't mind, though. He knew that the purpose of this race was to help shake leaves loose from the trees and help bring Autumn in more successfully.

As he ran, though, he found himself not alone.

"How's Medic doing?" Orion asked, trotting alongside the towering mercenary. "I saw him sort of slinking off earlier..."

Heavy sighed. "Medic is... not well... He has been feeling off since we came here..." he said.

Orion frowned. "Hope he recovers. He's a bit on the crazy side, but he's a good guy overall, I can tell," he said.

Heavy smiled at the pegasus. "Thank you," he said softly. "Medic is... important to me..."

Orion grinned. "Listen, if you ever need to relax, come see me and I'll take you out to dinner. I promise no commitments and no surprises," he said. "Unless you ask for them, of course," he added with a smirk.

Heavy went wide-eyed at this. "Are you..." he said, "...asking me out?"

Orion smirked. "Of course! You're handsome, built to last, and from what I've heard, you can cook, too! What's not to be attracted to? But while I'm making the offer, know that it's just to help you feel better if you need it. I try not to interfere in couples."

Heavy allowed himself a smirk. "Says the tiny pervert pony who is coming on to me," he said.

Orion grinned. "Stop bein' so damn sexy all the time and maybe I'll stop flirting with you," he said. "Hey, if nothing else, I can give romantic advice."

Heavy grunted. "Can you give advice to man who gets violent when he gets aroused? Medic admitted to me what he did to his wife a year or so back..."

"Sure," Orion said.

Heavy stared at him, almost stopping in mid-trot.

Orion chuckled. "Believe me, I've dated MUCH weirder things than doctors who get violence compulsions when they get aroused," he said, smacking Heavy on the rump. "Gimme a call sometime and I'll tell you all about it, cutie."

Heavy, blushing, only watched as Orion galloped ahead. He shook his head, chuckling. "Heavy is having mixed feelings about tiny pervert pony," he said, mainly to himself. "But he isn't that bad looking. Heh..." Heavy chortled, and continued the race.

Pinkie and Spike hovered the balloon over the front of the pack, Rainbow Dash and Scout holding a solid lead the two of them dead even with each other with Applejack close behind. Normally, she'd be making an effort to get past them, but quite frankly she was having fun watching the two of them yell at each other.

"Yeah, you think you're somethin,' Rainbow Fatty?" Scout shouted, frustrated that Rainbow Dash was able to keep perfect pace with him. "Ain't nothin' alive that's the same species as me that can beat me at land speed!"

"Dream on, twig boy!" Rainbow Dash shouted, frustrated that Scout was able to keep perfect pace with him. "I make sonic booms easier than you open your flapping mouth!"

"Bean farts don't count as sonic booms, chubs!" Scout cackled.

"At least I eat something, skeleton boy! Plus, I get more mares hitting on me in a single day that you ever have in your entire life, and I ain't even gay!" Rainbow Dash teased.

Applejack shook her head, chuckling. These two really were far too alike. No wonder they couldn't get along!

She felt someone coming up behind her, and saw Zecora closin' the gap quickly. She grinned challengingly. "Well well, sugar cube!" she said. "Seems like there's more to you than just potions and constant rhymin'!"

"I make my home in Everfree! Are that surprised to see such speed from me?" Zecora crowed.

Applejack laughed. "Well, ah cain't argue with that! C'mon, Zecora, let's go!" she said, and picked up the pace, Zecora following right behind and closing fast.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Canterlot Castle..._

_Royal Court..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"'Tis a shame, sister, that we couldn't attend the Running in Ponyville," Luna said, idly sighing at the line of ponies just outside the chamber's doors, all here to air their grievances. They had already been through many ponies today, whose requests ranged from the absurd to the only moderately reasonable. So far, no requests had been granted today by either Princess.

"Indeed. But! Duty must come first. We are minded to be watchful of our little ponies needs, dear sister," Princess Celestia said, smiling benevolently.

"So be it," Luna said, yawning boredly. "Will the next petitioner please come forward?"

Two cream-colored, red-maned unicorn stallions, identical save for the mustache one wore and the slightly different Cutie Marks, came forward, bowing humbly. "Your majesties," the mustached one said. "My name is Flam, and this is my brother Flim."

"Flim and Flam?" Luna said under her breath, chuckling. She immediately recognized them now from the reports given about the two scam artists.

"Such trustworthy names," Celestia joked quietly, neither brother hearing them.

Flam bowed again. "We come because we have exhausted all other options, your Majesties. We won land off of a group of farmers fair and square, providing a superior product and gaining their homestead in a wager. And yet we have as of yet been unable to claim it due to constant interference from the farmer's associates."

The unmustached Flim stepped forward. "We seek your aid in claiming this land, which is ours by right," he said.

Celestia hmmed thoughtfully. "What is the land you seek to claim, my little ponies?" she asked.

"Sweet Apple Acres, Princess Celestia," Flim explained, smiling warmly.

Celestia's expression remained the same, benevolent and friendly. But you could feel the temperature in the room drop ten degrees with a single word from the Sun Princess. "Oh?"

Flim and Flam traded nervous looks. "Y-Yes, your majesty. Sweet Apple Acres," Flam said, his and his brother's ears drooping.

"So..." Princess Celestia said. "You sought to steal the livelihood from a national hero's family."

"Y-Yes...?" Flim said, grinning nervously.

"Land that I personally bestowed upon them, with my blessing," Celestia said, her eyes narrowing.

"Um..." Flam said, gulping.

"A family who is in my favor," Celestia said, her smile disappearing, her voice briefly taking on an echoing quality. "You two, who are known to us as scam artists and con men, seek to claim that which thou hast not earned?"

"..." Both brothers traded nervous looks, Luna snickering at their plight.

Celestia just glared at them for a long moment. She then turned to Luna, asking in a frighteningly casual manner, "Luna, have you not wondered at my selection of guards for tonight's court?"

Luna looked around. The selection was oddly haphazard, including a mix of Earth ponies, unicorns, pegasi, and thestrals. "I had, actually. I assumed it to be another one of your whims, sister. I swear, you can be as flighty as Discord at times."

Celestia smirked. "I chose them for what I found in their personality profiles. I chose them for tonight's watch because they are the types who wouldn't protest something like my idea being carried out."

The guards all traded interested looks. Luna frowned, giving her sister a worried look. "And what idea would that be?" she asked. Celestia smiled.

"Tell me... Do you remember what the punishment for con-artistry was in the old days?" Celestia asked. Both brothers paled at the mention of 'old days,' and began looking for a way to make a quick exit.

Luna's eyebrow raised cautiously. "For unicorns? Removal of the horn and a suppression spell to keep it from growing back for at least a year," she said, ignoring the gasps of the two brothers. "But Tia, with the way you are running things now, I would think that the spell would have fallen out of favor with..."

_fineeverythingisfine_

Luna shook her head, her thoughts going blurry for a moment. She blinked, and said, "Well... never mind. The reputation of these two fools is not unknown to us. If you think such punishment is warranted, then we will not contest it." _justliketheolddays _Luna shook her head again, her thoughts muddling again briefly, before adding, "And honestly, Tia, we have been wishing you to take a harsher approach to some of the fools that come visit us. The old ways were harsher, but they were effective."

Celestia grinned happily. "It shall be done, then," she said. "Guards?"

Flim and Flam had already bolted, but the guards had intercepted them before they could escape The two brothers struggled desperately to get away, two massive Earth pony guards on top of them, hooves on their horns to keep them from casting magic as suppression cuffs were being slipped on their horns.

Celestia smirked. "Take them away. Saw off their horns, don't bother with an anesthetic, and cast a suppression spell on them, set to fade in one year. And then I think some time in a labor camp will do them some good. Perhaps they will learn to respect the hard work others have to put into their lives after some hard work themselves."

The guards, chuckling, dragged off the two screaming, crying unicorns. Celestia felt the approval of the shadows that empowered her.

_Well done._

_ They won't bother Applejack or her family ever again._

_ Their fate will serve as a lesson to those who would harm ponies under your protection. _

Celestia just smiled. "Send in the next petitioner, please! I'm in a good enough mood that their chances of getting what they want may have increased!"

Prince Blueblood walked in.

"Or not..." Celestia muttered, Luna giggling.

"You jinxed it, Tia," the Night Princess teased.

"Oh hush," Celestia said, smirking. She turned to Prince Blueblood, and sighed. "Very well, Prince Blueblood. What is your petition?"

Blueblood grinned smugly. "You can't dismiss me this time, Aunties," he said, levitating a sheaf of papers and scrolls. "I've gotten expert opinion on why cake should be completely banned from Equestria, and all bakers arrested."

"Sure we can," Luna said, plucking the scrolls and papers from Blueblood's grasp and incinerating them from a quick spell.

Blueblood gasped, turning to Celestia. "Auntieeee," he whined, his voice reaching a pitch only five-year-olds who had a favored toy taken from them could reach.

"We've discussed this before, Blueblood," Celestia said, her expression amused. "Just because you had a bad experience at the Grand Galloping Gala over FIVE YEARS AGO doesn't mean that cake should be denied everyone else. Especially to ME."

The guards and Luna snickered. Celestia's adoration of cake was well-known to everyone. The Sun Princess smirked. "No, I think I'm done putting up with your petty demands and your constant degradation of the royal house." she said, pulling out a scroll from behind her throne and levitating it over to Luna. "My student came up with this idea. What do you think, dear sister?"

Luna opened the scroll, frowning. Her frown quickly turned into a mad giggle of sadistic glee. "Oho... Who knew that sweet and gentle Twilight had it in her?"

Blueblood squirmed, his ears drooping. Something about this was starting to feel off.

"Oh please, Tia, let me make the proclamation," Luna begged, giving Celestia her cutest pleading look. Celestia giggled and nodded. Luna giggled as well, coughing and regaining her composure. When she spoke again, her eyes were glowing and her voice was echoing. "Prince Blueblood. By order of the Triarchy of Equestria, you are henceforth temporarily stripped of your titles, lands, and possessions and, by Imperial Decree, ordered to place yourself in servitude to the mercenaries of Builders League Untied. They will have full authority over you in every way until they have decided that you are worthy of having your title, land, and possessions restored to you."

Blueblood gasped in shock, ignoring the snickers of the gathered guards. "B-But AUNTIES! They... They're COMMONERS! They SMELL FUNNY! And they'll make me do WORK!" he protested. "I'm royalty! I'm unfit for doing manual labor!"

"I'm sure a few weeks in Soldier's command will change that," Celestia said. "Do you dare defy what my sister has decreed?"

Blueblood sputtered, looking from Luna to Celestia and back again... and visibly deflated. "No... No... Can I at least pack a few things?"

"Forget it," Luna said. "We have seen what thou doth consider 'a few things.' You will set out immediately via the train station with naught by the clothes on your back, and report to the Builder's League United facility in Ponyville. We shall send a missive to the Elements and the BLUs via Spike."

"Go, former Prince," Celestia said. "Your presence is no longer required here. Or allowed."

Blueblood groaned softly, and nodded, slinking out of the court, leaving two giggling princesses behind.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The race was nearing its conclusion. Thankfully, there had been no incidents where ponies had been put in danger, Barricade's guards keeping close watch on the pathway through the forest. The race itself, meanwhile, had become something of a fiasco.

Or at least it had for two racers.

"You're nothing!" Rainbow Dash snarled, grabbing Scout in a headlock. "There's no way a runt like you can beat me!"

"I'm the fastest runner here! I'm not about to be beat by some rainbow-maned SHOWOFF!" Scout snarled, the two of them flapping about as they tried to mangle each other.

"What's with those two?" Demoman said, laughing as he passed them.

"Two egos out of control," Engineer said, chuckling. "Two ponies with the exact same personality meeting up and clashing. Ah'm honestly surprised this didn't happen sooner."

Demoman cackled, the two of them trotting on.

As Rainbow Dash and Scout continued their battle, Pinkie Pie and Spike lowered their balloon down to them. Pinkie Pie giggled.

"Really, Dashie? AGAIN?!" was all she said.

Rainbow Dash froze, and began looking at the racers passing the two of them, Scout doing the same. Both of them swore, and dashed back into the race, yelling at each other the whole way, and keeping exact pace with each other the whole way as well.

When they did finally reach the end, both of them collapsed, groaning in frustration.

Applejack was already being awarded the first place medal, Zecora the second place, and Soldier the third, the three of them looking proud of their victory. Above them, an impressive fireworks display sparked and danced through the air.

"Again?" Twilight said as she trotted up behind Rainbow Dash and Scout, the princess giggling.

Rainbow Dash just grumbled, both she and Scout stepping aside to let the others pass.

"What did she mean by 'again?'" Scout asked.

Rainbow Dash frowned, looking embarrassed. "...This isn't the first time I let my competitive streak get the better of me. Me and Applejack one time, we started trying to cheat and trap the other, trying to slow each other down. I wanted to get Applejack to come in last, she wanted me to come in last. In the end, we spent so much time cheating that we both came in last, forgot the purpose of the Running was to help loosen the leaves on the trees."

Scout snickered. "Hey, at least this time ya didn't come in last," he said, shaking his head.

Rainbow Dash chuckled. "Yeah, that's something," she admitted.

The two stepped aside, not really friends but no longer trying to mangle each other, and watched as the rest of the racers, ending in the lumbering Heavy, crossing the finish line. Barricade walked up to the trees, gently blowing on a branch. The leaves fell off easily.

Barricade nodded, satisfied. "Citizens of Ponyville, I'm proud to declare this year's Running of the Leaves a complete success!"

The crowd cheered, several food stands opening to sell their wares. Rainbow Dash and Scout started towards the Sugarcube Corner stand, only to feel something tugging on their tails. They turned around, seeing Dr. TL Care drop their tails from his mouth.

"I'm so sorry, but I'm not very loud and I couldn't think of another way to get your attention," the pegasus said, grinning weakly. "You two were fighting, and... well, it would be best if you got looked over for injuries, if that's okay with you."

_Merciful Luna's tail it's a male, older Fluttershy, _Rainbow Dash thought, grinning. She hadn't really had a chance to talk to Fluttershy's father yet, the shy doctor spending most of his time at the hospital. She and Scout traded looks, letting Dr. Care lead them off to the medical tent.

Twilight came up to Barricade as she dismissed her volunteers, thanking them for their aid. "Any problems?" the princess asked.

Barricade shook her head. "No, your highness," she said. "Nothing more than a few curious wolves, and those were driven off with a few of Trixie's fireworks. No harm to any party, not even the wolves."

Twilight sighed in relief. "Good. Very good," she said. "We definitely needed a break from the attacks."

"And so far it's working great," Mayor Mare said, coming up to the two of them. "From what I can see, morale is up tremendously thanks to this. Everypony's having a lot of fun."

Barricade grinned. "You lot deserve it. As far as I'm concerned, you're all heroes."

Mayor Mare and Twilight grinned.

Twilight started to say something, when Spike came running up to her, unrolled parchment in hand and a wicked grin on his face. "They went for it," he said, panting as he skidded to a halt.

Twilight blinked, taking the letter from Spike and reading it. A demonic grin came to her face as she read it over and showed it to Barricade and Mayor Mare.

"Dear me," Mayor Mare said, chuckling. "I remember Blueblood. He tried to buy the town from me to have it bulldozed and replaced with a golf course."

Twilight blinked. "He did?"

Barricade nodded. "Oh yes, he did. It happened before you came here," she said, guffawing. "You should have seen the chewing out Princess Celestia gave him over that little stunt. I swear, his head almost shrank completely into his neck!"

Twilight smirked. "Well, he's finally getting some comeuppance for all the times he's embarrassed the royal family," she said. "I'm gonna go tell the BLU team."

Mayor Mare and Barricade both nodded, trotting off to the food stands, Mayor Mare heading for Bon Bon's confectionery while Barricade headed for the Sugarcube Corner stall. Twilight, meanwhile, Spike resting on her back, trotted over to where the BLUs (save for Medic, who had left, and Pyro, who was playing catch with Gem) had congregated.

"Looks like you're no longer the fastest," Soldier said, preening and polishing his third place medal.

Scout grunted. "How'd you get so damn quick, anyway?" he grumbled. "Usually the only one slower than you is Heavy."

"Soldier and I carry heaviest equipment in battle," Heavy explained. "Soldier is also most physically fit of all of us, with highest stamina. Medic say he can come close to matching you in speed if he just running with no equipment."

Scout just grumbled incoherently, the other BLUs chuckling at their friend's expense. Sniper was the first to notice Twilight, tipping his hat to her respectfully as he came out. "Evening, Twilight, Spike," he said.

"Hi guys. Soldier, great job on the race," the alicorn said, Spike waving cheerily from her back.

"Thanks!" Soldier said, beaming.

"I've got some news," Twilight said, holding out the letter. "You guys are getting a new recruit."

The BLUs traded confused looks, reading the parchment. "...Blueblood's joining us?" Scout said, gagging.

Twilight nodded. "He's been stripped of all power and privilege, so you can do whatever you want to him while he's in your command."

Soldier's eyes widened, a slow grin coming over his face. "So... we're getting a Cadet. A Cadet with a reputation for being a snob that we get to train."

Twilight blinked, confused by the fact that she could almost hear the capitalization of 'Cadet,' but nodded. "Yep! And you guys get to decide when he's ready to be a prince again."

The others began grinning. "Eheh..." Scout cackled. "When's he coming?"

"Should be later tonight. He'll be arriving by train," Twilight said.

The BLUs traded evil looks. "Thanks for tellin' us, Twilight," Engineer said. "We'll be there to meet him."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later that evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Blueblood huffed indignantly as he stepped off the train. His Aunties may have ordered him not to take anything with him, but they had said nothing about him enjoying himself before being exiled to this podunk town. A good few hours at the finest restaurant in Canterlot with the last of his on hoof money and he felt ready to confront the rabble he was being forced to serve.

Almost immediately as he set hoof on the station's floor, he found himself staring at the nine mercenaries of Builders League United. He glared at all of them disdainfully... and then saw Pyro, who waved at him cheerfully.

"Hi Mr. Fireballs Man!" she said, giggling. "Thank you for all the hats!"

Blueblood squeaked fearfully and put his forehooves over his crotch protectively. The gathered BLUs snickered.

"So ah guess y'all are workin' for us now, Cadet?" Engineer asked.

"It appears so," Blueblood said, wincing at Engineer's accent. "And my name is Blueblood, not..."

"NEGATIVE!" Soldier barked, getting in his face. "It is company policy at Builders League United that you do NOT go by your real name, but your job class name instead! As you are now our Cadet, your name, and what everypony in town is going to call you, is CADET! Is that clear, maggot!?"

Blueblood stared at Soldier in horror. "Y-You can't just..."

"I SAID IS THAT CLEAR, MAGGOT!?" Soldier roared.

"S-Sir, yes sir!" Blueblood said, saluting reflexively. "Please don't kill me..." 

Sniper rolled his eyes. "Oh, this is gonna be fun..."

Soldier began pacing back and forth, barking orders. "Starting tomorrow you useless waste of space, you are going through the training regimen of a lifetime! That Canterlot Elite flab will be worked off, replaced by solid muscle! You will work hard! You will earn your keep! And by God I _WILL _MAKE A STALLION OUT OF YOU THAT'S WORTHY TO BE CALLED PRINCE! _IS THAT CLEAR, MAGGOT_!?" Soldier finished with a roar.

"Someone's in his element," Scout chortled.

"Hard te believe that Solly's the Dark Element of Love," Demoman joked.

"Y-Yes sir!" Blueblood whimpered.

"Good! Start by reporting to Princess Twilight and helping her and the others with the cleanup from the Running!" Soldier ordered. "MOVE!"

Blueblood scrambled off, desperate to get away from Soldier. The BLUs all chuckled.

"That felt great," Soldier said, grinning. "Best day I've had in weeks."

Engineer looked thoughtful for a moment. "We'll use him to help set up our demonstration stalls tomorrow," he said. "Plus we'll use him as a 'practice dummy' where needed."

"Sounds good," Sniper said, agreeing. "Get some real use out of him."

"Did you guys here how many near wars he caused just from that overdeveloped superiority complex of his? Geez..." Scout said, shaking his head.

"Sixty-four," Spy said, smirking. "I checked."

"Eeesh," Scout said.

"We've got some real work te do if we want te shape THAT into something useful," Demoman said, gesturing in Blueblood's general direction.

"Hey, Engie?" Soldier asked. "Any chance you know a spell that can temporarily create a soundproof shell around, say, a cot? Enough to cover both the cot and somepony standing next to it, maybe on something that an Earth pony can just tap to activate?"

Engineer looked thoughtful. "Ah can probably get one from Twilight. Why?"

"No reason," Soldier said, grinning wickedly. "Excuse me, I gotta get Pinkie Pie to help me find something." He trotted off, whistling. Scout and Engineer both recognized the song and began chuckling.

The other non-American BLUs gave them confused looks. "Vhat vas ze song?" Medic asked.

"'Boogie Woogie Bugle Boy from Company B,'" Engineer said, shaking his head. "Song's by the Andrews Sisters. Solly's goin' for a bugle."

"Oy," Sniper muttered, he and the others chuckling. "That explains the soundproofing spell he asked about."

Engineer laughed. "Ah better go get it. Reveille ain't exactly mah ideal way to wake up," he said, trotting off.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_The next morning..._

_Just before sunrise..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Blueblood, his suit in the trash, lay in his cot, the humble bedding far less comfortable than he was used to. He had finally managed to get into a REASONABLY comfortable position and drifted off, sleeping peacefully, silently bitter over the fact that the BLUs and that strange, unnerving automaton Engineer called his daughter were using real beds.

As he slept, though, he didn't notice Soldier sneak up behind his bed, tapping a glyph carved into the floor. A soundproof dome of magic energy surrounded the two of them, blocking all sound from exiting the edges of the barrier. Soldier smirked, looking at Blueblood's sleeping form.

So peaceful. So content.

Without a h int of remorse, Soldier brought the bugle Pinkie Pie had acquired for him to his lips and, as loudly as he could, played Reveille.

With a decidedly mare-like shriek, Blueblood literally fell out of his cot, covering his ears and scrambling under the bed, whimpering.

"Rise and shine, maggot! It's time for early-morning exercises!" Soldier barked.

Blueblood stared out the window incredulously. Only just now was Luna starting to lower the moon. "It's not even morning yet! Plus, I haven't had time to bathe, to eat, to read the morning paper..."

"You're in the army now, Cadet!" Soldier shouted, unable to keep himself from grinning. "You gotta work before you can eat! And I think a good ten laps around Ponyville is a good way to start. Now MOVE!"

Blueblood yelped, too afraid to do anything other than comply. Soldier dashed out after him, screaming "Hup hup hup hup!" over and over. Inwardly, thought, it was all Soldier could do to keep himself from skipping.

Back in the base, the BLUs were woken up by the sunrise. Gem was the first to awaken fully, the crystal robot's eyes flickering to life as the life-giving sunshine hit her solar collectors on her back. The others got up soon after, Heavy, Engineer, and Demoman going to prepare breakfast. The smell of fresh pancakes and scrambled eggs began to fill the base as the two chefs got to work, the BLUs casually discussing their day.

About an hour later, Soldier dragged a tired, panting Blueblood back into the base by his tail. The deposed former Prince lay limp, his chest heaving.

"Pathetic," he muttered as he spat out Blueblood's tail, the Earth pony not even tired.

Blueblood made a strangled moan, glaring up at Soldier. Soldier gave him a glare right back. "Get something to drink and then sit down to eat," he ordered.

"Can't I get cleaned up first?" Blueblood whined.

"NO," Soldier said. "You'll shower after you eat, taking only fifteen minutes in the shower. After which, you're going to help us set up our presentation facilities for the training that's going to take place over the next few weeks."

Blueblood gagged. A shower? Just fifteen minutes? After all that sweating he needed an hour in a hot tub with perhaps a massage afterwards and another hour's brushing of his coat. Plus, they expected him to do more work?!

Engineer, as he made fresh pancakes for Blueblood and Soldier, saw Blueblood's expression and snorted. "A little hard work won't kill ya, Cadet," Engineer said. "Y'all are out of shape and need some real muscle on ya."

Blueblood sniffed indignantly. He looked down at his barrel, noting uncomfortably that his middle did indeed look rather squishy... Huffing, trying to maintain some princely dignity, he forced himself to his feet and sat down between Spy and Sniper, the former moving to the side to give him a space.

Engineer levitated him over a plate of pancakes and a small bowl filled with eggs. They were thick and fluffy, evenly stacked one on top of the other, taking up almost the entire plate, a pat of butter melting on all three pancakes. The eggs were thick, filled with cheese and green peppers. Blueblood cringed. _They aren't real cakes, _he told himself, _they're pancakes. Not real evil pastry... _

"You talk of me being flabby, then give me this?" Blueblood said.

Heavy grunted at him. "Tiny flabby Cadet will be doing real work today. Real work is best done on full stomach, not useless portions bourgeois eat at fancy parts. EAT. And make sure to clear plate," he growled.

Blueblood winced, and began eating his food. To his surprise, it was actually quite good. The cakes were thick, but fluffy and warm. Blueblood added a little syrup to them after seeing Pyro do so with hers. And the eggs were hearty and delicious.

The former Prince found himself, without even realizing it, clearing his plate completely, eating all of the pancakes and eggs. Engineer collected all the empty plates and began washing them.

Scout snickered. "Don't ya think we should make Cadet do that?" he teased.

Engineer rolled his eyes. "There's a difference between havin' a Cadet and having a slave," he said. "If we shove all our piddly little tasks on him, then how're we better than your average lord of the manor?"

"Da," Heavy said. "Cadet will take turns with us doing dishes. His turn will come after Spy's, which means Medic does dishes next."

"Vunderbar..." Medic muttered, sipping his coffee.

Blueblood sighed, heading to the showers. Soldier followed him, glowering, Blueblood whimpering as he went into the shower room.

It was fairly spartan, ten shower stalls set up, each in ways that all three breeds of pony could use the showers easily. Soldier tossed him a bottle of cheap shampoo and soap. "Fifteen minutes, Cadet. Then it's back to work," he said, going over to another shower stall, closing the door behind him.

Blueblood grimaced. "Can't I have a little privacy?" he whined.

"Only when I can trust you not to take more than fifteen minutes," Soldier said. "You can have another shower after the day's work is over, but ONLY after the day's work is over."

Blueblood sighed wearily, having quickly learned that complaining any more would just make him angry. He turned on the water and let the warmth run over him for a few minutes, the heat relaxing his tired muscles. All that running...

He looked over to Soldier's stall, where Soldier was already lathering up. The Earth pony was singing to himself, a song that he didn't recognize.

"...the halls of Montezuma to the shores of Tripoli..." Soldier sang softly, seemingly lost in his thoughts. Blueblood shook his head and picked up the shampoo with his magic. He scowled at it, some name-brand trash that commoners used, and reluctantly poured some of it into his mane and tail. Quickly scrubbing himself, he then picked up the soap, glaring at it as well. "I better not get a rash from this commoner garbage..." he muttered as he began soaping himself.

Finally, he was done. He opened the door to his stall, only to find Soldier glaring at him.

"That was twenty minutes," Soldier said. "I said only fifteen!"

_Celestia, Luna, Cadence, Twilight, Discord, Tirek, ANYPONY SAVE ME! _Blueblood whimpered inwardly. "I was just five minutes over!"

Soldier whirled, sweep-kicking Blueblood's legs out from under him. "Thirty pushups, maggot! NOW!"

Blueblood nodded fearfully, pushing himself up with only his front hooves and slowly lowering himself down.

Soldier grunted. "You are worthless and weak, Cadet. But I'm gonna fix that. I'll break you down into rubble and then I'll rebuild you into a solid bulwark that nopony can crumble! But first, you gotta be broken down..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later..._

_Town Square..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Equipment's all here," Demoman said as Soldier and Blueblood came up to him, the latter looking sullen and grumpy. Demoman ignored the former prince for now. "Miss Derpy's spreadin' the word te everyone in town. We can get started as soon as we're set up."

Soldier nodded. "I just need to set up a few fighting mats," he said.

Demoman glanced over at Blueblood, smirking. "So... how's 'Cadet' doing?"

Soldier sneered. "He's weak, has no stamina, and has the willpower of a jelly donut," he said. "Otherwise, he's fine. Probably entertaining himself thinking up creative ways to kill me."

"Got a good one just now," Blueblood snarked under his breath. "It involves tweezers, rock salt, and a chainsaw..."

Demoman and Soldier both chuckled, overhearing him.

Blueblood grumbled, looking around as the BLUs set up their stations. "What's going on here, anyway?"

Soldier frowned. "The town was attacked recently," he said. "A lot of good ponies died. We've gotten the town council to agree to militarize Ponyville and build up a fort around it. We're going to be training everypony in our own skills, so they can better defend themselves."

"You, laddie, are gonna be learnin' ALL of our skills," Demoman said.

Blueblood blinked. "WHAT? Why!?"

Demoman sneered at him. "Because, ye great, lactating wet nurse, that's how we've decided you're going te earn your lands and titles back."

Blueblood frowned, looking around again. "These people, these... commoners... their not soldiers. Do you honestly think "

Soldier glared at him. "We don't have a choice now. This town has been attacked too many times and it's sheer dumb luck that ponies haven't died until recently. We HAVE to make this town capable of defending itself so it doesn't have to rely on outside help," he said.

"Too many foals had te have explained te them why their mum or their pap was not comin' back te them," Demoman said softly. "Too many foals had te move to an orphanage, or in with relatives. We cannae stand idly by and let this happen over and over again."

"Cadet, not all of us live in a well-fortified, well-supplied castle on a mountain that's guarded by the Sun and the Moon themselves," Soldier snarled.

Blueblood flinched, but said nothing more about it. Something about this was... bothering him. He couldn't place what it was, though. "Let's just do this..." he muttered.

Soldier looked him over, and smirked a little. "Come on, Cadet," he said. "We'll start with the easy stuff, setting up my fight mats."

Blueblood nodded, and began to help each of the BLUs set up their stands. Some were in the center of town, while others, like Sniper's and Spy's, were on the outskirts of it.

By noon, everypony in Ponyville had gathered in the square, watching curiously. Even a couple changelings had shown up, sent by Chrysalis to observe and decide whether or not the Hive would participate in the training.

Engineer stepped forward to the gathered crowd. "Thank y'all for coming," he said. "With the recent spade of attacks, the town council's agreed to let us train y'all. We're gonna teach you our skills, which should help y'all be able to better defend y'selves. Too many have died, and you need to know how to fight."

The townsponies looked at each other, murmuring worried agreement. The robot battle had nearly ended in tragedy. And knowing how to fight back would be a tremendous benefit.

A gray-furred unicorn in a dark black jacket, his Cutie Mark a wrench and circuit board. "Sir? I'm just passing through, but if it's all right with you I'd like to help out in any way I can while I'm here," he said.

Engineer smiled. "Right neighborly of you, pardner," he said. "What's your name?"

"Gearbox, sir," the unicorn said, smiling. "Gyro Gearbox. I'm a technician from Trottingham, on my way to Canterlot. I just happened to be in town when the Running occurred, and got curious abouthe walls going up."

Engineer grinned, pleased to have a fellow tech to talk to. "Well, Gearbox, y'all are more than welcome to help out."

Gearbox smiled warmly. "Thank you, sir."

Spy stared at him, frowning. Something about this Gearbox felt off. But he just couldn't place his metaphorical finger on it...

/\/\/\/\/\/\/\/\/\/\/\/\

_Later..._

/\/\/\/\/\/\/\/\/\/\/\/\

Gearbox, whistling softly, walked out of town, a smile on his face, his stomach full of Sweet Apple Acres food. He waited until he was about a mile out of Ponyville, looking back to see if anyone was watching.

Satisfied that no one was, he took his jacket off, sighing in relief as he stretched his wings. "Finally..." he muttered. "So obnoxious, having these wings and not being able to use them." He stretched, the Australium life extender in his back creaking softly. "But I did get good intel."

_GrAy MaNn, _said an ethereal voice.

'Gearbox,' actually Gray Mann in an alicorn body, smirked as he turned towards the source of the voice. Masky Unicorn, Masky Earth Pony, and Masky Pegasus stood in the nearby shadows, glaring at him.

_YoU hElPeD tHeM, _Masky Pegasus accused.

_YoU pOiNtEd OuT wEaKnEsSeS iN tHe WaLlS aNd FiXeD tHem, _Masky Earth Pony accused.

_YoU bEtRaYeD tHe MaStEr! _Masky Unicorn snarled. _Do YoU tHiNk We WiLl LeT yOu EsCaPe AlIvE?_

Gray just yawned in their faces, totally unafraid.

The three Maskies snarled and moved to attack, but black tentacles shot out of the shadows and wrapped around their necks, holding them back. Slendermane emerged from the darkness, staring his empty face down at Gray.

Gray smirked. "Yes, I'm aware they made a good point. But I couldn't very well give them bad advice, now could I? Especially with Spy there watching me like a hawk. Besides it doesn't matter."

Slendermane quirked his head to the side curiously, the Maskies trading confused looks.

Gray just nodded. "The Monster of the Week tactics that you have been using aren't going to work anymore. I saw the Doctor checking all of the food with his sonic thing, so Smooze poisoning won't work. Plus, they'll be watching for the Marx Brothers over there," he said, gesturing absently to the Maskies. They snarled, and tried to attack, but Slendermane just squeezed their necks.

Gray grinned. "I have an idea on what to do," he said. "How to get them all at once. And it has something to do with that thing you showed me..."

_**TO BE CONTINUED...**_


	33. Chapter Trolololol: Engineer OP Plz Nerf

_**Waking Nightmares**_

_**By Jonathan "KnightMysterio" Spires**_

_**Chapter Trolololololol: Engineer OP Plz Nerf**_

_ Author's Note: I'm so very sorry. The idea occurred to me, and I couldn't resist. Happy April Fools Day, everypony!_

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Everfree Forest..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Slendermane stared curiously at the spinning mechanical thing. It had never seen such a thing before, and was utterly fascinated by it.

The device seemed to be a simple metal bar with two glowing rings on it. It spun rapidly, the rings glowing, creating a glowing disk of energy that encompassed the circumference of the device. And here it was, just sitting in the middle of nowhere of the Everfree Forest.

Slendermane contemplated this. While it was an ancient entity, there were still secrets it did not know, things that it was unaware of. Perhaps this machine was one of them?

It extended several tentacles out, testing the machine's aura. It sensed no malice, no ill-intent from it. It didn't sense any intent at all, really. It wasn't being hurt by the energy the device was giving off either.

Curiouser and curiouser...

It paced around the device, its ears flicking back and forth as it regarded it. It looked around, seeing no one there, not even its minions. That annoyed it, they were supposed to be here by now.

Shaking its head, it turned its attention back to the spinning blue device. Hesitantly, it reached out with a hoof to touch the glowing energy disk...

...And disappeared in a swirl of blue sparkles.

The BLU Team and the Elements of Harmony popped their heads out of the bushes, staring at the teleporter device.

"...Ah can't believe that actually worked," Applejack said.

"It FELL FOR IT!?" Scout said, laughing.

Engineer just smirked. "Practical solutions to practical problems," he said, pulling out the device and destroying the teleporter with a push of a button. "With both Slendermane and the Maskies gone, thanks to mah little device, we can focus on... well, whatever we like."

"SO glad we got that therapist for Princess Celestia," Twilight said.

"Calling back tiny exorcist who cleared kitchen of evil probably helped too," Heavy rumbled. "Now shiny princess pony no longer possessed and evil!"

"Vhat of ze disposition of ze families?" Medic said.

"We just saved the day, Medic," Pyro said, giggling and hugging the smirking Engineer. "Well... Engie did. We can worry about that later."

Rarity sighed wistfully as she looked at Engineer, idly rubbing her cybernetic arm. "I suppose you'll want to go back then, yes?" she said. "I..."

"Before anyone says anything and gets all mopey," Pinkie Pie said, smirking, "Nothing in this chapter is canon so we can pretty much get away with anything."

"Izzat so?" Demoman said. "Excuse me lads, I need te see Miss Berry Punch about something..."

Spy and Zecora, meanwhile, had already left, giggling the whole time.

Heavy scooped up Medic and started stomping off with him.

"Heavy, my problems..."

"Chapter is non-canon. OOC behavior is allowed, and damn it, I NEED THIS," Heavy rumbled.

Medic blushed brightly. "Carry on," he said.

Scout and Pinkie Pie didn't bother running off before they started making out (neither did Sniper and Rainbow Dash), the others leaving to give them some privacy. As they left, Rarity talking to Applejack and Pyro in hushed tones about things that left both ponies blushing but very interested, Twilight came up to Engineer.

"So where did you send Slendermane and the Maskies anyway?" the alicorn asked.

Engineer shuddered. "The worst place ever..."

/\/\/\/\/\/\/\/\/\/\/\/\/\

_The worst place ever..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Slendermane looked around in confusion. The wreckage of the device it touched stood beneath it, and its surroundings were unfamiliar.

Bright, fluffy, smiling clouds were everywhere, adorable cloud castles filling the horizon. Rainbows lit up the sky with color, and everywhere there were cute, adorable teddy bears with adorable designs on their bellies.

Slendermane's ears folded back against its head as it slowly backed away. It felt itself bump into something and whirled, seeing Masky Pegasus with bows all tied up through its mane and tail.

_GrEeTiNgS, mAsTeR! i Am So HaPpY yOu CoUlD jOiN uS! wE'rE hAvInG a TeA pArTy! _Masky Pegasus said cheerfully.

Slendermane whirled, looking around at the 'tea party.' Masky Earth Pony was there, wearing a sun dress and sun hat with bright yellow flowers on it. And Masky Unicorn was cuddling a giant plush toy. And surrounding them all were more of those hideously cute teddy bear people.

One, a reddish-brown bear with a heart design on its belly, came forward and grinned at Slendermane.

"Hi! I'm Tenderheart Bear! Welcome to Care-A-Lot! Will you be my friend?"

Slendermane had no mouth. And it desperately needed to scream...

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere..._

_TF2 verse..._

_Gray Gravel Inc..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

"HEEEEYYYYY SEXY LADY!"

Gray Mann stared as his entire robot army danced to Gangnam Style, a conga line of giant robots strutting in circles around his fortress, an Engineer bot wearing shuttered glasses manning a DJ table.

Behind him, the RED team casually leaned on their weapons and various nearby railings, smirking down at the proceedings.

"...How?" he said after a moment.

"Turns out ah'm just as good at hacking as I am at buildin' stuff," RED Engineer said, stroking his chin thoughtfully, idly tapping his wrench on his shoulder. "Broke into the source code, did a little rearrangin,' and then... well, that."

Gray fumed inwardly. "Slenderman will slay you all."

"Yeah, about that..." RED Engineer said, grinning, the others chuckling behind him. "We just got a status update from Balloonicorn, said that SlenderMANE got sent to its own personal hell. Because of the connection it had with SlenderMAN, Slendy got sent to this universe's version of that hell."

Gray's eyes widened. "So that means..."

"Y'all are fucked more than a whore in the busy season," RED Engineer said, grinning wickedly.

Gray gulped, looking around at the others as they brandished their melee weapons.

"Mommy..." he whimpered.

_**THE END! (no not really)**_


	34. The Difference Between Dreams & Reality1

_**Walker National Psychiatric Hospital**_

_**Case Reports – Patients EoH1-9**_

_**Reporting Physician: Dr. Jonathan K. Spires**_

_**File 29: The Difference Between Dreams and Reality – Section 1**_

_ All noted names of the patients connected to a certain franchise are properties of their original owners, used without permission for non-profit reasons. _

_ Author's Note: I've actually had this chapter in mind long before I knew the fanfiction Asylum ever existed. So this chapter is NOT a reference to that fanfic. Just letting everyone know. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Morning..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight Sparkle woke up with a start, finding herself trapped. She felt a blankness where her magic should be, as if it was never there at all. She tried to move, but found her upper body bound in a tight, confining coat that pulled her arms behind her.

Wait, arms?

Twilight Sparkle looked herself over. She had somehow become human again, she recognized the body shape from her time in the other world. She wore plain, white pants and no shoes, a thick white restraining jacket with the sleeves wrapped around her back keeping her arms immobilized. Her skin was different from the other world. It didn't have her pleasant lavender hue to it, it was a darkly tanned color, similar to the BLU team's skin colors if she remembered the time in Sniper's mind correctly.

She looked around, finding herself in a thickly padded cell, with a thick, plexiglass door on the front of it. In the reflection of the glass she could see her face, see that her eyes were the same color, which was something at least. Although her hair was now black with a blonde streak on her bangs.

"Okay... calm down, Twilight... You can think your way out of this..." she said softly, looking around the room. No sharp edges, nothing to cut her bonds with, her arms pinned, and the single window was lined with the same thick glass the others were, and far out of jumping range. Just thickly padded walls everywhere.

She REALLY missed her wings right now...

A young man with light brown hair, wearing nurse's scrubs came up to her door. "Good morning, Ms. Sparks. How are we doing today? Any new adventures to tell me about?" he said, pressing an intercom button just outside her cell.

Twilight, nervous, backed up against the wall. "Who are you? Why have you changed me to this form?"

The young man's eyes widened. "To... to this form?" A surprisingly hopeful expression came to the man's face. "Ms. Sparks, what do you think you are right now?"

"A human, obviously," Twilight said. "And my name is PRINCESS Twilight Sparkle. Whatever you've done to me, Equestria will..."

The young nurse ran off, grinning widely. He went to the cell across from hers, which Twilight hadn't noticed before. In it was a terrified young woman with bright red hair, tears streaming down her face, wrapped up in a straight jacket like Twilight's. It took Twilight a moment to realize that the woman was actually Pinkie Pie.

_This is bad... _Twilight said. _Have we all been captured?_

Twilight couldn't hear what was being said to Pinkie, but she could see Pinkie slump in her padded cell, the nurse running down the hall. Several other nurses, male and female, followed him soon after. Pinkie noticed Twilight for the first time, and crawled up to the door of her cell, giving Twilight a pleading look.

Twilight grinned weakly, and mouthed the words "It'll all be okay." Pinkie Pie smiled weakly, still crying.

She prayed she wasn't lying.

A few minutes later, the nurse from before, as well as thickly built guardswoman wielding a nightstick, pepper spray, and a tazer, opened her door and Pinkie Pie's.

"Trisha Sparks and Patricia Parker, come with us please," the guard said, motioning for them to come out of their cells. Pinkie Pie looked to Twilight, who just nodded, both women stepping out of their cells and standing next to the guard.

Behind them, more doors were opening, and more and more humans that resembled ponies she knew were being led out, all wrapped in restraint jackets, as she was, all of them looking confused and frightened beyond belief. And to her horror, some of them were foals.

"Rayne Boden and Abigail Jackson, come with us please." Rainbow Dash glared at her captors, the sight of the stun gun the only thing keeping her from lashing out. Applejack's legs, more muscular than most, were bound as well, necessitating aid from the guard. She rewarded his help with an angry glare.

"Rachel Diamant and Felicia Shire, come with us please." Rarity, ever poised even when scared, let herself be led out of the room, not looking at the guard. Fluttershy whimpered softly, shying away from the guard's touch, giving Twilight a pleading look.

"Deidra Horton and Zelda Carrol, come with us please." Derpy Hooves looked around frantically, trying to figure out what was going on, while Zecora simply glared at her captors, wriggling every so often to test the strength of her bonds.

"Beatrix Lamont and Chelsea Lee, come with us please." Trixie, to Twilight's surprise, seemed almost amused by what was happening, while Cheerilee frantically looked down the hall, having noticed foals in some of the cells and wanting to make sure they were okay. And on and on more were brought out, the names only vaguely familiar.

"MacDonald Jackson and Geraldine Smith-Jackson, come with us please." Big Macintosh glared at his captors, the blonde-haired, towering young man glancing worriedly at the confused, frightened-looking older woman being led out of the cell across from him. Granny Smith thankfully wasn't in a straight jacket like the others, the guard helping her along.

"Blossom Jackson and Selena Diamant, come with us please." Apple Bloom and Sweetie Belle clung to each other almost immediately after being released, not looking at their guards. The two gave their sisters pleading looks, the older women unable to think of anything to say.

"Skeeter Lee Boden and Simon 'Spike' Sparks, come with us please." Scootaloo and Spike tried to resist and first, but glares from the armed guards quailed them. The two traded nervous looks, glancing up at Twilight and Rainbow Dash, who just smiled worriedly.

"Diana Trenton Richmond and Sylvia Spartan, come with us please." Diamond Tiara and Silver Spoon clung to each other as Apple Bloom and Sweetie Belle did, Diamond Tiara using her years of skilled bullying to throw every insult she could think of at the guards. They ignored her.

"Layla Hartman and Bonnie Sweet, come with us please." Lyra and Bon Bon ran to each other, embracing as best they could before the guards could stop them. The nurse nearby whispered to them and convinced them to let the couple stay together.

"Victoria Scranton and Octavia Morgan, come with us please." Vinyl Scratch and Octavia's presence worried Twilight. The two weren't even in Ponyville and they were taken as well? For their part, they just let themselves be led out, casting wary glances at everyone else, Vinyl visibly frightened and lacking her trademark sunglasses.

"Belladonna Shire and Harold Brighton, come with us please." Barricade and Harbinger both let themselves be led out, the two walking with military precision despite their bonds, glaring murderously at the guards. Barricade relaxed a little when she saw Fluttershy further up the hall, but didn't drop her ready stance.

"Brianna Parks and Crystal Fisk, come with us please." Berry Punch was frantically looking around for Ruby Pinch, barely listening to the guard who assured her that she was all right. It took a moment for Twilight to place the dark-skinned, black-haired woman with the homicidal expression on her face, but when she realized that it was Queen Chrysalis, she felt her blood run cold.

"Armand Sparks and Governor Candace Washington, come with us please." Fear gripped Twilight's heart as she saw her brother and sister-in-law, Shining Armor and Princess Cadence, get led out of their cells. Both were arguing fiercely with their guards, who just ignored them and made them get in line.

"President Celeste Washington and Vice-President Lina Washington, come with us please."

Twilight felt her brain shut down in panic at the mention of those two names, missing the announcement of the others. The guards led out Princess Luna and Princess Celestia, the last gagged as well and struggling fearfully in her bonds, trashing about and screaming.

Twilight wanted to go to her, to try and comfort her. But the guards pushed her forward, leading them into a large auditorium. One by one, guards with gas grenade launchers and sniper rifles loaded tranquilizer rounds perched in the upper rafters watching everything, everyone was let out of their straight jackets, the doctor insisting they weren't needed anymore. There was some confusion at first as everyone tried to figure out who everyone was. But once they did, families began reuniting. Spike immediately went to Twilight's side. Fluttershy's parents joined her, while Sweetie Belle and Rarity hugged each other tightly. Derpy, Sparkler, and Dinky didn't waste time joining each other, neither did Berry Punch and her daughter. The Apples closed ranks immediately, Rainbow Dash going over to comfort Scootaloo. Princess Celestia, panicked and fearful, clung like a frightened child to Princess Luna, who glared down at the figure on the platform in the middle of the room. Several ponies she recognized as royal guards formed ranks around the royals. The Cakes, shivering in fear, went over to sit with Pinkie Pie, who fidgeted nervously in her seat.

Twilight did a quick headcount, and was horrified to notice that everyone from Ponyville, as well as several prominent people from Canterlot, Manehattan, and other places were here, all apparently patients at... whatever this place was.

The man in a doctor's coat, his face partially covered by long bangs and a thick beard, stepped up to a podium, grabbing a microphone. He smiled warmly. "Hello everyone," he said. "My name is Doctor Mark Adrian. I understand we've had a bit of a breakthrough today. You've all realized you're human."

"We've realized what we've been turned into," Princess Luna said, glowering at him. "I presume you are responsible for this?"

Dr. Adrian just smiled. "For the past few years, all of you have been operating under the delusion that you are 'ponies,' or a similar magical creature. Some regular ponies, some flying ponies, some even capable of magic, a zebra here and there, a dragon, 'changelings...' We've been treating you here, at the Walker National Psychiatric Hospital here in Porterville, where most of you lived."

"Ponyville," Mayor Mare said, glaring at him. "It's called Ponyville."

"Of course," Dr. Adrian said condescendingly. "We've had almost no success with any of you so far, but this... this is a definite breakthrough. We've broken through your delusions of ponyhood. And now we can start the healing, restore your real memories."

Applejack stood up. A guard moved to make her sit down again, but Dr. Adrian waved him off. Applejack sneered. "Y'all are saying our memories ain't real?"

Dr. Adrian nodded. "I am, Miss Jackson."

Applejack rubbed her nose. "Prove it. Show me that what ah remember is a lie."

Dr. Adrian just sighed. "Are you sure you want me to go down this road before you're ready? Before your little sister is ready?"

Applejack glared at him. "Ah ain't goin' along with any of this until y'all prove that what ah remember is fake."

Dr. Adrian nodded. "Miss Jackson... what are your parents' names?"

Applejack sneered at him and started to answer... and then froze. A confused, frightened look came to her face as she lowered her head, trying desperately to think of the names of her parents. Big Macintosh, Granny Smith, and Apple Bloom all got similar looks on their faces when they realized they couldn't remember either.

"You tricked them," Rarity said, flexing her right arm, which was completely organic. "You blanked their memories."

"When's your birthday?" Dr. Adrian asked her.

Rarity froze for a moment, her mind blanking as she tried to think of the date, and looked away, hugging Sweetie Belle even tighter.

Twilight shook her head. "This... you're making all of this up. I still remember the adventures my friends and I had together! The things we've done! All of those feel real to me!"

Dr. Adrian smiled at her. "Do you remember what you did in-between these adventures?" he asked.

Twilight began to sweat. She probed her mind, trying to think of what she did do... and found nothing. There were large gaps in her memory.

Dr. Adrian sighed. "Let me show you the source of your delusions, everyone," he said, gesturing to a boxed-in room behind the bleachers. A screen lowered on the side of the room the patients were watching. The sound of a camera started up, the show starting as the screen fully lowered. And as the show started, all of the gathered patients could do was watch in growing horror.

"My Little Pony, My Little Pony!"

"Ahh ahh ahh ahh ahhhhhh!/My Little Pony!"

"I used to wonder what friendship could be!/My Little Pony!"

"Until you all shared its magic with me!"

"Big adventure!"

"Tons of fun!"

"A beautiful heart!"

"Faithful and strong!"

"Sharing kindness!"

"It's an easy feat!"

"And magic makes it all complete!"

"Yes, My Little Pony!"

"Don't you know you're all my very best friends?"

Five episodes played, enough to leave every patient there looking visibly shattered by what they saw.

"Are... are you saying... that everything we remember... is from this KIDS SHOW?!" Rainbow Dash said, pacing back and forth nervously.

"Think about it, Miss Boden," Dr. Adrian said. "Fantasy adventures, like the Daring Do series the Rainbow Dash character is so fond of. Moral lessons at the end of almost each adventure. Rainbows and sorcery and scary monsters. Magical princesses that live in a big fancy castle on the mountains. Doesn't that sound like something a young child would enjoy?"

"I... " Rainbow Dash stammered, unable to find the words. She collapsed back into her seat, unable to think of anything else to say.

Dr. Adrian gave them all a sympathetic smile. "There was a chemical accident three years ago in Porterville. A local textile plant blew up, releasing powerful hallucinogenic chemicals into the air that affected the minds of everyone in town. Including, unfortunately, the visiting President and Vice-President. We've let you retain your titles here, although you've long been replaced in office since then."

Celestia just shivered, whimpering and muttering to herself. Luna glared at Dr. Adrian, stroking her sister's hair. "It seems a mockery to do so," she said, "to call 'madwomen' by their lost titles, sirrah."

Dr. Adrian nodded. "Point taken. It was merely meant to be a gesture of respect. While in office, you two have done a lot for this country in terms of civil rights and benefits for the poor. Your successors, thankfully, have carried on your good work."

"What does any of this have t'do with the dang CARTOON!?" Applejack screamed, frustration evident in her voice.

"Calm down, please," Dr. Adrian said. "There was a convention in town at the same time as the accident. Fanfiction readings, fanart shows, and screenings of various episodes of the show were going on. We believe that the mind-altering chemicals caused all of your minds to lock onto the show somehow, becoming the characters."

"That's not how mind-altering chemicals work!" shouted a patient whom Twilight recognized as Nurse Redheart from Ponyville General Hospital. She then went into a lengthy explanation of how psychotropic drugs worked.

"Normally, that would be true, Nurse Redmond," Dr. Adrian said, nodding. "But the explosion was caused by a methamphetamine lab in the chemical plant that was being operated there illegally. They were experimenting with several new types of meth there. As best we can figure after testing, the combination of the meth and the chemicals caused your delusions."

The gathered patients all looked at each other nervously. A mustached man that Twilight recognized after a moment as Fancypants stood up and said, "This... this is ridiculous! Terrifying memory gaps aside, I think we'd know if everybody here had lived false lives. We're ponies. I know we are!"

Dr. Adrian just folded his arms and sighed. "If you are, Mr. Patton, then why are you using human movements, pronouns, and gestures as if you've been doing so you're entire lives?"

Every patient froze, looking down at themselves. The way they were sitting or standing, the way they were carrying themselves... it all felt natural to them. No uneasiness at all. Everyone traded worried looks, talking amongst themselves.

Only Trixie seemed unconcerned. She folded her arms, chuckling softly. "Bravo, my good doctor," she said softly, glaring at Dr. Adrian. "BraVO."

Dr. Adrian didn't notice. "I think, for now, we'll let you all go back to your cells. The straight jackets won't be needed anymore, I think."

Derpy hugged her daughters. "What about those of us with families here?" she demanded, others speaking up as well.

"For now we need to keep everyone separate," Dr. Adrian said, frowning. "Now that you all are in recovery and believe you're human again, we can allow interaction with each other in the recreation areas. And depending on how therapy progresses, we'll allow families to stay together in each other's cells."

"My babies..." Mrs. Cake said, frantic. "What happened to my babies?! Where are they, who's taking care of them?!"

Dr. Adrian's expression became pained. "I... I'm sorry, Mrs. Carter. But you don't have any children. You were diagnosed as sterile ten years ago," he said.

Pinkie Pie's face whipped over to Mrs. Cake, the chubby woman standing there, frozen, not noticing Mr. Cake's hand on her shoulder. "No... I... I remember them! I do! My little Pumpkin and Pound... I remember holding them, nursing them, I...!" she cried.

Dr. Adrian bit his lip. "Do you?" he asked.

Mrs. Cake stood there, as frozen as the grave. She tried to recall the warmth, the memories... but the only memories she had of having children... were brief little incidences... like the kind you'd find on a children's show. She couldn't remember giving birth, couldn't remember nursing them.

The memories were gone. As if they weren't there at all.

She collapsed, sobbing, into Mr. Cake's arms, both he and Pinkie Pie giving Dr. Adrian murderous looks.

Dr. Adrian sighed. "I'm sorry. I'm so very sorry. But it's best for you to face the harshest realities now," he said. "Not doing so would do nothing to aid in your recovery."

"You could have at least broken it to her more gently," Fluttershy said softly, nuzzling into her mother's muscular chest.

"How?" Dr. Adrian asked her. Fluttershy shivered, having no answer.

Numb, feeling defeated, the gathered patients let themselves be led back to their cells. Dr. Adrian gave them all what he felt was an encouraging smile, getting only glares in return.

Twilight was the last to pass Dr. Adrian. As she did, he heard him say to a nurse, "I think we'll do individual therapy sessions at first. We'll start with the ones who think they're the 'Elements of Harmony,' including those three that have imagined up 'new' elements, as well as President Washington."

/\/\/\/\/\/\/\/\/\/\/\/\

_Later that day..._

_Twilight's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

Twilight sat huddled in the corner of her padded cell, shivering softly. She tried desperately to think of everything that happened in between her adventures, little, mindless things. But all she could recall is the adventures. And the more she thought about them, the more she realized that she wasn't seeing the adventures from the pony's perspective.

It was as if...

...she was remembering a TV show...

Dr. Adrian knocked on her door, a guard opening it and following him in.

Twilight glared at him. "What do you want?" she muttered.

"To help you, Ms. Sparks," Dr. Adrian said, sitting on the floor with her.

"Doctor, I can get you some chairs..." the guard started to say, Dr. Adrian waving him off.

"It's fine, it's fine. Best we talk on the same level, right?" the doctor said, smiling at Twilight, who just looked away. Dr. Adrian sighed. "Miss Sparks..."

"That's not my name..." she said softly.

"MS. SPARKS," Dr. Adrian said insistently. "We aren't going to get anywhere if you shut me out. I want to help you, help you recover your real memories."

Twilight scowled. "Real memories..." she said softly. "How do I know that these aren't the fakes?"

Dr. Adrian nodded. "Then perhaps you could explain to me the principals of this illusion. You are, after all, the Element of Magic, a Princess of Equestria, and one of the most magically learned ponies around," he said, smiling. The guard started to speak up in protest, but Dr. Adrian hushed him.

It should have been easy. She had been studying magic her entire life. She should have been able to piece together every single element of this illusion.

Except she couldn't remember a single tidbit about magic. None of the principles, none of the spells, none of the history. It was all gone...

Twilight turned away from him again, shivering softly. Dr. Adrian sighed, pulling out a file. "Trisha Sparks, head librarian for the Porterville Public Library. Divorced mother of one..."

Twilight blinked. "Wait... divorced? Mother? What are you talking about?"

Dr. Adrian pulled several pictures out the file he was carrying, looking at them and sighing. "We... we took in several of each patient's personal belongings. We hoped to use them to help integrate them back into reality once we broke through the pony illusion. You were married, to a police officer named Frank "Flash" Sunderland. He cheated on you the entire time, and divorced you when you were pregnant with Spike..."

Twilight's eyes widened. "Spike... my son!?" she said. But even as she said, she felt flashes of memory come to her. Flashes of a party, hosted by Pinkie... by Patricia Parker, of a young boy happily hugging a purple dragon plushie, of standing up for her son against bullies teasing him at school... Just flashes, never full memories. But they felt real... more real than her memories of 'Ponyville...'

Dr. Adrian smiled, holding out the pictures. One was of Twilight, her stomach round and gravid with child, her five friends gathered around her and hugging her happily. Another was of her in the hospital, cradling a squalling infant with light black hair. Another was of her and Spike in a library, a proud smile on her face as he read his first book. The fourth picture was of Twilight and an older Spike standing beside a tall, blonde woman in a suit, Princess Celestia, as she campaigned for President.

Twilight stroked the pictures gently, a slow smile spreading over her face. These images... they felt real. They felt right.

But...

"I don't know..." Twilight said, throwing the pictures down and sighing. "I just... this is so much to take in... I'm not sure what to believe... Plus, it feels like I'm forgetting so much..."

Dr. Adrian smiled. "Keep the pictures," he said, standing up. "As for what you're forgetting, Trisha, that's your real past. If you're thinking it's the magical knowledge, then consider this – we know how to do so many things in dreams. And dreams fade when we finally wake up."

Twilight just stared at him as he left, going over to Pinkie Pie's cell. She frowned, mulling over what he said.

/\/\/\/\/\/\/\/\/\/\/\/\

_Pinkie's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

"Hello Patricia," Dr. Adrian said as he went into her room and sat down, the guard following. "Or do you prefer Patty?"

Pinkie Pie just looked away, shivering. "I prefer Pinkie Pie..."

Dr. Adrian frowned. "Oh? Why's that?"

"Because..." she said softly, "that's the only thing I have memories of..."

Dr. Adrian scratched his chin. "Memories aren't usually viewed in third person perspective, are they?"

Pinkie Pie shivered. "How do you know that..."

Dr. Adrian chuckled. "From the way you described your 'adventures' before. Everything you described was told as if you saw it from a third person perspective, seeing things you shouldn't have if you were looking through Pinkie Pie's eyes," he said.

Pinkie Pie sniffed, whimpering. "This doesn't make any sense... First I was a pony, and now... Why can't I remember anything beyond the adventures?"

"We go for many different adventures in our dreams, Patty," Dr. Adrian said softly. "But when we wake up, the dreams fade away."

Pinkie Pie stared at him, confused and fearful. "It was all... a dream?"

Dr. Adrian chuckled. "Not all of it. You, Ms. Jackson, Ms. Sparks, Ms. Boden, Ms. Diamant, Ms. Shire, Ms. Carrol, Mrs. Horton, and Ms. Lamont are truthfully all the best of friends, and Ms. Sparks and Ms. Lamont didn't get along at first. And you were one of the best party planners in the nation, matched only by your friend and rival, a mister..." Dr. Adrian paused to look though the files. "Ah. Here we go. Mr. Chester Sanderson." He pulled out a picture, showing it to her.

Pinkie Pie reluctantly took the picture, staring at it. It was a picture of her self and a human with wild, unkempt brown hair, both of them with goofy smiles on their faces. In an instant, memories passed through her, of Patricia Parker and Chester Sanderson working together to throw a birthday party for Rayne Boden, which was also a combination of the anniversary she first moved to Porterville...

"I believe that when I showed you that picture while you were still in your delusions, you referred to him as 'Cheese Sandwich.' Personally I feel that he looks like a young Weird Al Yankovich, but that's just me," Dr. Adrian said.

Pinkie Pie blinked. "Who?"

Dr. Adrian blinked, and then chuckled. "Oh my. He was one of your favorite artists! You're going to have a FUN time reintroducing yourself to him and his music."

Pinkie Pie giggled a little.

"There we go," Dr. Adrian said. "I like to see smiles on my patients. REAL smiles." He stood up and stretched. "I'm going to talk to your other friends. In the meantime, I wonder if you'd consider putting together a party for everyone tomorrow? A 'Congratulations-We're-All-Starting-To-Go-Sane-Again' party, if you will. I'll let you handle the details."

Pinkie Pie smiled. Planning a party did sound nice... "You sure that's okay, letting a patient do that?" she asked.

Dr. Adrian smirked. "I own the facility. My building, my rules. Besides, I don't think you're all dangerous, and the guards are armed to the teeth besides," he said, turning to leave. "Also... you hosted a party for my young nephew one time. It was the most fun he'd ever had... and the most fun I ever had also. I'd love to experience that again."

Pinkie Pie smiled, but in her mind she was still troubled...

/\/\/\/\/\/\/\/\/\/\/\/\

_Rainbow Dash's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

"FUCK YOU," Rainbow Dash said as Dr. Adrian stepped into the room, the brown-haired woman with a colorful red streak in her hair clenching her fists tightly. The guard growled, and started to grab for his tazer, but Dr. Adrian slapped his hand away, glaring at him.

"WAIT OUTSIDE," he said. The guard protested, but Dr. Adrian just glared at him until he left. He then nodded to Rainbow Dash and sat down on the floor of her cell, Rainbow Dash pacing around nervously.

"Ms. Boden," Dr. Adrian began.

"Rainbow Dash," the tan haired woman snapped, not stopping her pacing.

"Ms. Boden," Dr. Adrian said again, Rainbow Dash snorting. "I assure you that you are in no danger here."

"Why can't I remember the Wonderbolts? I can't remember any of their names except for Spitfire, Soarin, and Fleetfoot," Rainbow Dash demanded.

"Because those were the only three named in the show," Dr. Adrian said softly.

"Fuck you," she snapped, visibly scared.

Dr. Adrian pulled out a file. "It's interesting that your delusions latched on to Rainbow Dash, considering your fear of heights..."

Rainbow Dash laughed at this. "Me? Afraid of being in the sky? You gotta try harder than that!"

Dr. Adrian just looked at her, quirking an eyebrow. "Willis, would you go get the stepladder from the broom closet near the entrance to the holding cells?"

The guard, Willis, frowned but nodded. Dr. Adrian just turned to her, smiling.

Rainbow Dash glared at him suspiciously. "What are you up to?"

"An experiment," Dr. Adrian said. The guard came back a few minutes later with the tall stepladder, setting it up outside the cell. Dr. Adrian gestured to it, smiling. "Climb as high as you can go, please."

Rainbow Dash stared at him worriedly. She looked at the guard, debated her chances of running past him... and then shook her head, sighing and heading for the ladder. She started to climb, going up one step, two steps, three steps...

...and then suddenly, she began to get dizzy. Fear settled into her heart as the world spun around her, Rainbow Dash clutching the ladder tightly. Dr. Adrian helped her climb back down, Rainbow Dash sitting in the corner of the room, curling into a fetal position. Dr. Adrian sighed, having the guard take the ladder away as he looked down at Rainbow Dash.

"Acrophobia," she said softly, remembering the term from one of Twilight's 'nerd sessions.' "I have acrophobia."

"Severe acrophobia," Dr. Adrian said. "Ever since you were in a plane crash, one that killed your fiancee. Thankfully, it didn't do anything to endanger your pregnancy..."

Rainbow Dash looked up with a start. "What, wait, WHAT?!" she stammered. "Pregnancy? I've never..."

"Skeeter Lee. I believe that she took on the persona of the character 'Scootaloo,'" Dr. Adrian said.

Rainbow Dash's eyes widened. Flashes of memories passed through her head, of looking at herself in the mirror while rubbing her swollen belly, of nursing a red-haired baby, of watching with pride as she rode her first scooter... She shuddered, uncertain of what to think.

"This... this doesn't make any sense..." Rainbow Dash said softly.

"It will in time, Rayne," Dr. Adrian said. "You'll see." He stood up and walked out of the room, leaving Rainbow Dash alone with her thoughts as she tried to make sense of her memories...

/\/\/\/\/\/\/\/\/\/\/\/\

_Applejack's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

"Whatever y'all are selling," Applejack said, glaring at Dr. Adrian as he came in, "Ah ain't buyin.' Ah saw what happened to Dashie." Her arms were folded, her long blonde hair draped over one shoulder.

"Mrs. Boden is dealing with her memories of the past returning, such as the death of her fiancee. I believe she spent a lot of time at Sweet Apple Acres during her period of mourning, yes?" Dr. Adrian said.

Applejack flinched as she felt a rush of memories come to her, of sharing an apple cider with Rayne Boden as she sobbed into her friend's arms. She shook off the memory, trying and failing to dismiss it as false.

Dr. Adrian smiled, and called the guard in. He had him go fetch something from the kitchen, Dr. Adrian returning his attention to Applejack as he left.

"You said Sweet Apple Acres..." Applejack said warily. "That's the same name as in the show."

Dr. Adrian nodded. "A coincidence, albeit an amusing one. Your grandmother was debating suing the show for copyright infringement at first, but the show brought in a great deal of new business, so she was convinced otherwise."

Applejack just snorted, still pacing around in frustration. "This... this just don't feel right," she said. "This all should feel like a lie t'me, but..."

"But the longer you spend here, the more the pony memories seem like the fake ones," Dr. Adrian said softly. Applejack shivered.

"Ah don't know what t'think, Doc," she said. "One moment ah'm happy with m'sister, brother, and Granny, and then ah'm locked up in the looney bin and some pretty boy's tellin' me that mah entire life that ah thought ah knew was a lie!"

Dr. Adrian reached for her, intent on taking her hand. Applejack jerked away, glaring at him suspiciously. Dr. Adrian just smiled.

Applejack shook her head. "So... Um... Who's runnin' the farm while the four of us are in here? One of m'cousins?"

"Your parents. George and Mary Jane," Dr. Adrian said.

Applejack froze. "No... No... No, that's not right. Mah folks are dead," she said, shaking her head fiercely.

Dr. Adrian's expression became pained. "Abigail... Your parents have been here every other day to see you, Mac, Blossom, and your grandmother."

"No..." Applejack said, shaking her head and covering her ears, backing into the corner of the room. "It... It cain't be... the chimera..."

"Isn't real, Abigail," Dr. Adrian said, smiling warmly. "Chimeras are creatures of myths and legend. They've never existed. Your parents are alive... and they're coming to see you tomorrow."

Applejack looked up at Dr. Adrian's face, a mix of hope, fear, disbelief and confusion passing through her thoughts. She curled up into a fetal position, pressing her head into her arms and crying, unsure of what to think. Dr. Adrian, sensing she wouldn't get anything else out of her, turned and left. The guard came back, carrying an apple pie.

Dr. Adrian shook his head. "I don't think we'll actually be needing that," he said. "Take it to the staff lounge instead."

The guard looked into Applejack's room. "You sure, Doc?"

Dr. Adrian nodded. "I'm certain, Rufus. She's not going anywhere, and I have six more patients to talk to."

/\/\/\/\/\/\/\/\/\/\/\/\

_Rarity's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

Rarity, sitting cross-legged on the floor of her cell, flexed and unflexed her hand, staring at it absently. When her cell door opened, she jumped, startled.

Her eyes held a suspicious glare, but she put on a winning smile as Dr. Adrian came in. "Do forgive me, doctor. You have me at something of a disadvantage, so I cannot properly prepare for your visit," she said.

Dr. Adrian chuckled. "I think we can dispense with the formalities in this instance, Ms. Diamant. Or would you prefer Rachel?"

"I'd prefer Rarity, honestly," Rarity said, fidgeting uncomfortably and playing with a ringlet of coal black hair. "Although that is a very pretty name. What does Diamant mean?"

"It's French," Dr. Adrian said. "It means 'Diamond.' Appropriate, considering the character who's persona you took on."

"Indeed..." Rarity said, her smile faltering. She looked down at her arm, flexing her hand again.

Dr. Adrian frowned. "What's wrong?"

"The last thing I remember... is losing my... my arm, I guess," Rarity said softly. "I can't remember the circumstances behind it, but there was... tremendous, crushing pain... a woman made of crystal, comforting me as best she could... and her creator made a new arm for me, a prosthetic... it worked better than my old one..." Rarity said, scrunching her face up as she tried to remember the face of the crystal woman and her creator.

"Interesting," Dr. Adrian said. "Were you Rarity in this memory?"

Rarity nodded. Dr. Adrian looked thoughtful. "...It's possible that the 'memory' was actually reality starting to intrude on your pony mind. The crystal woman, did she look angelic to you?"

Rarity nodded again, folding her arms and looking confused. "Yes... She had a strong sense of innocence about her..."

Dr. Adrian nodded. "Nurses sometimes can project that image. And the crushing pain... that would have been the car crash that killed your parents."

Rarity went wide-eyed, paling visibly. "W-Wait a moment..." she said. "My parents..."

Dr. Adrian cringed. "I'm afraid so, Ms. Diamant. Your parents, Maximillion and Marsha, were both killed in a car crash while your little sister, Selena, was still a baby. You've been taking care of her ever since."

Rarity's hand went to her mouth. She fell to her hands and knees, tears streaming down her face. "No... Mother and Father..." she said softly. "It can't be..."

She wanted to deny it. But even as she said it, flashes of a car crash went through her head, memories of an accident that killed her mother instantly, her father, critically wounded, pulling her and her infant sister out of the car, dying before the ambulance could get there.

Dr. Adrian reached out to her to comfort her, but she swatted his hand away. "Just... just leave me alone..." Rarity said, shuddering.

Dr. Adrian nodded. "We'll talk later," he said, sadly leaving as Rarity collapsed on the floor of her cell and began to sob.

/\/\/\/\/\/\/\/\/\/\/\/\

_Fluttershy's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

Dr. Adrian sighed, shaking his head. "Hello Ms. Shire," he said. "May I call you Felicia?"

The strawberry-blonde young woman nodded nervously. "I-If you want to, then I don't mind..." Fluttershy said, looking over to Rarity's cell. "What happened to Rarity?"

Dr. Adrian shook his head again. "I'm afraid I had to deliver some bad news," he said. "Her parents died years ago. She had forgotten them because of her delusions."

Fluttershy covered her mouth in shock as she gasped. "Oh my! Really?"

Dr. Adrian nodded. "Yes... It's a sad thing... Fortunately, your family is here and alive, Felicia. And Abigail, whom you know as Applejack, her parents are alive and well. So while it's regrettable that Rarity has to learn a harsh truth, you and Abigail at least get some happiness out of this."

Fluttershy nodded, smiling slightly. "Still..." she said, "I wish I could do something to comfort her. Anything at all. Poor Rarity..."

Dr. Adrian nodded. "She'll need your strength, Felicia..."

Fluttershy chuckled weakly. "I'm not strong... I've never been strong... Not like Rainbow Dash or the others at any rate..."

Dr. Adrian put a hand on her shoulder and smile. "Exactly," he said, Fluttershy looking up in confusion. "You aren't strong in the same way as the others, but you are most definitely strong."

Fluttershy frowned. "I don't understand..." she said softly.

"Your kind nature is in its own way a strength," Dr. Adrian said. "You've been there for each of your friends in hard times, helping them through their problems. You helped a young teenager named Cecil Breeman get home to his family, a girlfriend and a child he was trying to support. You even took in a paroled criminal named David Kord, helped him to be a better person."

Fluttershy winced, flashes of a man with reddish-brown eyes, an odd double-ponytail hairstyle, and a long tuft of beard going through her head. Memories flashed of Trisha Sparks with a gun, David Kord with a large machete, Felicia Shire trying to get the two of them to stop fighting, only for David to accidentally cut her across the belly, a bullet wound entering her shoulder at the same time, looks of horror appearing on David and Trisha's faces as they realized what they did... She suddenly felt a sharp pain in her stomach, as if she was reliving an old trauma. Fluttershy shivered.

Dr. Adrian frowned. "Is something wrong?"

Fluttershy shook her head. "It's nothing..." she said softly.

Dr. Adrian nodded, smiling. "I must say, you're taking this a lot better than the others were..." he said.

Fluttershy smiled wearily. "Well... There's nothing I can do to change things right now, right?" she said. "The only thing to be done is to wait and see. Although..." She looked around, sighing. "I'm not sure what to think about any of this..."

Dr. Adrian nodded. "I understand. It's a lot to take in, waking up after so long a dream..." he said. "You'll be feeling better once you get back to working with the animals again."

Fluttershy blinked, smiling. "I... I work with animals? In real life, I mean?"

Dr. Adrian grinned, nodding. "Oh yes. You're a well-respected veterinarian," he said. "In fact, since the Fluttershy persona was so docile, we've decided to bring your pet rabbit Angel here to help in your therapy. I'm sure he'll be glad to see you're getting better."

"Angel? I have Angel for real?" Fluttershy said excitedly. "Oh my precious baby... Please, can I see him now? Is he all right, is he being well fed?"

Dr. Adrian grinned at her enthusiasm. "Calm down. Yes, he's fine. We're taking good care of him. Now that you think you're human again, we'll move him into your cell tomorrow, after the party."

Fluttershy blinked. "Party?"

Dr. Adrian nodded. "I've asked Ms. Parker, whom you know as Pinkie Pie, to organize a party for everyone to try and lift their spirits. She'll start making the arrangements tomorrow."

Fluttershy smiled. "I'd like that," she said.

/\/\/\/\/\/\/\/\/\/\/\/\

_Derpy's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

Dr. Adrian stepped into Derpy's room, the blonde woman pacing back and forth nervously. Once he was fully inside, Derpy came up to him and asked, "Are my kids okay?"

"Sarah and Delia are fine, Mrs. Horton," Dr. Adrian said. "Once we're certain everything is in order, we'll allow you three to stay in the same cell."

Derpy smiled. "Thank you..." she said. A confused look came to her face. "There was... one other... I think... A stallion? He was... very precious to me..."

Dr. Adrian looked through his notes. "...There's no record of there being a man currently in your life," he said.

"He's a soldier..." Derpy said. "I think..." She clutched her head. "Agh, this is frustrating... I can't even remember his face, what his mane color was, what his coat color was, ANYTHING..."

Dr. Adrian looked thoughtful. "If he's a soldier, then it's possible that he's been deployed and we just haven't heard of him. If anyone comes asking, we'll let you know."

"If he's even real..." Derpy said softly.

Dr. Adrian smiled, placing a hand on her shoulder. "Deidra. The fact that you've held onto the memory for this long even with the pony memories fading means that he is real. I'm sure he'll be in contact with you soon..."

Derpy smiled, but she still shivered fearfully. "All of this... I just don't know what's going on..." she said. "Everything's happening so fast..."

Dr. Adrian chuckled. "Things are moving fast for us as well. We never expected you all to come out of your delusional states at the same time. As you can imagine, we're playing catch up right now."

Derpy chuckled softly. She looked hesitant for a moment, then asked, "...Are my eyes still weird? I didn't have a chance to look, and there's nothing reflective in here."

Dr. Adrian nodded. "You do have strabismus in your right eye, but it's very slight. It hasn't affected your vision in any meaningful way, and you function normally," he said.

Derpy sighed. "Well, that's one thing in common at least."

Dr. Adrian smiled. "Everything will be fine, you'll see," he said. "There's going to be a party tomorrow for all the patients, to celebrate your recovery. Maybe that will help you relax."

Derpy grinned slightly. "...Will there be muffins?" she asked.

Dr. Adrian nodded, chuckled. "Lots of them."

"Sour cream muffins? I've had a big craving for them lately..." Derpy asked.

Dr. Adrian grinned and nodded again as he headed out. "I'll talk to the kitchens about making some."

/\/\/\/\/\/\/\/\/\/\/\/\

_Zecora's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

Zecora sat in the corner of her sell, her legs crossed as she tried to meditate. She didn't open her eyes as Dr. Adrian came in. The dark-skinned beauty turned her head away, frowning.

"Ms. Carrol?" Dr. Adrian asked.

Zecora didn't respond.

Dr. Adrian frowned, sitting down in front of her. "Ms. Carrol, I'd really appreciate it if you talked with me," he said. "I'm trying to help you rediscover your true self."

There was a long pause. Zecora, finally, opened her eyes and said, "Why can't I think of a rhyme?"

Dr. Adrian blinked. "I'm sorry?"

"I usually talk in rhymes," Zecora said. "But I can't think of any."

Dr. Adrian smiled. "That's just a trait of the character who's persona you took on," he said. "Because you're a pharmacist, you related easily to Zecora's potion-making ways, Ms. Carrol. Or may I call you Zelda?"

"If you must," Zecora said, narrowing her eyes. "I cannot guarantee that I will respond to that name."

Dr. Adrian's face fell. "...You don't trust me."

Zecora shook her head, her long black hair, bound in a ponytail instead of the mohawk she remembered wearing before, bobbing slightly. "I wake up in a straight jacket and was told that the entire life I thought I lived was an insane delusion. That all my friends are insane, and everything we remember is fake. I don't know you, Doctor. How can I trust you?"

"...Is it that you don't trust me, or that you don't trust yourself?" Dr. Adrian asked after a moment's pause.

Zecora closed her eyes again. "...I don't trust ANYTHING at this point," she said softly. "Not even myself..."

Dr. Adrian sighed. He wouldn't get any further with her at the moment, he knew that. "You have to trust somebody at some point, Zelda. Otherwise you'll never be able to move forward. If nothing else, Zecora's introductory episode should remind you of that. Especially since you believed yourself to be Zecora."

Zecora grimaced. Dr. Adrian nodded to her, smiling, and left her room, leaving her to think...

/\/\/\/\/\/\/\/\/\/\/\/\

_Trixie's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

"Save it," Trixie said as Dr. Adrian stepped in the door.

"I'm sorry?" Dr. Adrian said, startled. He stared at the platinum blonde woman sitting casually in the back of her room, arms behind her head.

Trixie shook her head. "You're probably going to say something meant to be comforting or try and give me a revelation about my so-called 'real life.' Correct?"

Dr. Adrian nodded, smiling. "All a part of helping you re-integrate with society," he said.

Trixie snickered, shaking her head again. "Well, forget it. Whatever you're selling, I'm not buying."

"Ms. Lamont..." Dr. Adrian said, frowning.

"I know an illusion when I'm trapped in one," Trixie said, sneering. "Granted, it's the best I've ever seen, up to and including the memory alterations, but it's still an illusion. And once I find a way out of it, once I find out how you really are, good doctor, I'll escape. And when I return to rescue the others, it will be with WEAPONS."

Dr. Adrian's frown deepened. "Ms. Lamont..." he tried again.

"Lulamoon," Trixie said, her eyes narrowing. "My name is Trixie Lulamoon. But YOU are only allowed to address me as the Great and Powerful Trixie. Trixie will also respond to being called 'Your Magnificence,' or 'Your Supremacy.'"

Dr. Adrian stared at her a long moment. "...I think we need to do some more therapy before we allow you out of your cell on a regular basis," he said sadly. "I don't think you're fully ready to advance in the same way the others are. Much to my dismay."

"Trixie cares not for your dismay," she said huffily.

Dr. Adrian nodded. "We'll talk tomorrow, Ms. Lamont," he said. "There's going to be a party. Shall I bring you anything?"

"Trixie wouldn't mind a cupcake. And perhaps a deck of cards. And peanut butter crackers, Trixie has always liked those," she said, examining her fingernails disinterestedly and making a dismissive gesture with her other hand. "Now shoo. Trixie must work on deciphering this illusion."

Dr. Adrian sighed, shaking his head. He left her cell, frowning.

/\/\/\/\/\/\/\/\/\/\/\/\

_Princess Celestia's room..._

/\/\/\/\/\/\/\/\/\/\/\/\

"I'm not sure this is a good idea," the guard outside Celestia's room said, staring at the tall, willowy blonde woman inside the cell that was curled into a ball and shaking like a leaf, muttering to herself.

Dr. Adrian frowned. "I have to do this," he said. "Close the soundproof door behind me."

The guard nodded, opening the door and closing it the moment Dr. Adrian stepped through.

"...Slendermane have to protect my sister can't feel the sun why can't I feel the sun where is the sun why can't I feel the sun the voices the voices where are the voices why can't I hear them where did they go my sister my sister..." Celestia rambled, her eyes wide open and bloodshot.

"President Washington?" Dr. Adrian said. "Celeste?"

Celestia jerked. "Who... Who are you?!" she demanded. "Where is my sister?! Luna!? LUNAAA!" Celestia screamed, trying to get to her feet and stumbling, her still straight-jacketed form hindering her. "LUNAAA!"

Dr. Adrian held her down as best she could. He looked right into her terrified eyes and said, "Calm down. Everything is fine. Your sister is safe in the cell across from yours..."

Celestia, in tears, shook her head. "All wrong... I can't feel the sun... And the shadows... where are the shadows? They said such comforting things to me... They said they could make me strong enough to fight Slendermane..."

Dr. Adrian shook his head. "The voices were never real, Madame President," he said. "And Slendermane is simply a pony-related extension of the Slenderman creepypasta."

Celestia stared at him in confusion. "I don't... creepy what?" she said. She shook her head, sobbing. "My head... so confused... everything muddled..."

Dr. Adrian smiled warmly. "I promise you, President Washington, that we're trying to help you all. You've all made the first step, remembering your true species. Now comes the healing. And no matter how long it takes, we will make sure that you're all ready to go back into the world and back into your old lives. This I promise you."

Celestia just flinched away from him, whimpering. Dr. Adrian sighed and left. "Well... I suppose that's enough for now. Because you're still not fully stable, we'll have to leave you in your restraints for now. But we can take you out for supervised visits. Good night, Celeste."

/\/\/\/\/\/\/\/\/\/\/\/\

_Later that evening..._

_Around 11PM..._

/\/\/\/\/\/\/\/\/\/\/\/\

Dr. Adrian busily wrote away in his files, fairly pleased with the patient reactions so far. After a few more minutes, he put the files away and was about to go to dinner, when an orderly came in.

"There's a man here, says he's the fiancee of one of the patients," she said.

Dr. Adrian blinked. "Send him in," he said.

The orderly nodded, gesturing to the outside of the room. In walked a man with a military crewcut and a large, athletic frame. He was dressed in a blue dress uniform, and had a nervous smile on his face. "Um... hi. I understand that my fiancee is one of your patients? Blonde woman, one eye looking in the wrong direction?"

Dr. Adrian blinked, and grinned, realizing who this was. "You're Deidra Horton's soldier!" he said happily.

The soldier grinned, nodding. "Yes! Yes, that's her. Deidra!" he said. "I proposed to her before my latest deployment to Afghanistan. It was a deep cover assignment, so I couldn't contact her one way or another..."

Dr. Adrian grinned. "Well, we're more than happy to have you here, sir," he said. "I'm Dr. Mark Adrian, head physician and owner of the facility." He offered his hand, the soldier shaking it with a firm grip.

"Solomon David Nier," the soldier said. "But my friends call me Solly."

"Well, Solly," Dr. Adrian said, "If you're here to help Deidra, then you're definitely a friend of mind."

"Believe me, sir," Solly said seriously, "I want her out of here just as much as you do. Possibly more so."

Dr. Adrian laughed. "Perfectly understandable," he said. "You came at a good time, too. They've finally stopped believing they're ponies and have realized they're human again."

Solly blinked, grinning. "R-Really? That's great news! I only know a little bit about what happened, and all that's just heresay... can I see her?"

Dr. Adrian shook his head, still smiling. "You can't see her tonight, as all the patients are to be in bed by this time, but if you come tomorrow..."

Solly nodded. "I'll be here, bright and early. And... thank you for taking care of everyone. Especially her. She's... special to me..."

Dr. Adrian grinned. "Invite me to the wedding and we'll call it even," he said.

Solly grinned. "We'll save you some cake," he said, waving to Dr. Adrian as he left. He wordlessly exited the building, politely waving to the various nurses and guards. Once he was outside, he began walking towards the front gate. As he did, he raised his hand to his ear and tapped it.

"Rocket Jumper to David Tennant," he said. "Come in David Tennant."

A voice answered in his ear. "This is David Tennant," said the voice, which had a light British accent. "Report."

"It can be fooled. Begin preparations immediately," Solly said.

"Fantastic!" the voice said. "Head on out and give a full debriefing."

Solly nodded.

And then he vanished.

_**TO BE CONTINUED...**_


	35. The Difference Between Dreams & Reality2

_**Walker National Psychiatric Hospital**_

_**Case Reports – Patients EoH1-9**_

_**Reporting Physician: Dr. Jonathan K. Spires**_

_**File 30: The Difference Between Dreams and Reality – Section 2**_

_ All noted names of the patients connected to a certain franchise are properties of their original owners, used without permission for non-profit reasons. _

_ Author's Note: I've actually had this chapter in mind long before I knew the fanfiction Asylum ever existed. So this chapter is NOT a reference to that fanfic. Just letting everyone know. _

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Morning..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight Sparkle yawned as she woke up, frowning as she looked around her padded cell. She wasn't in a straight jacket anymore, but she was still stuck in... apparently, in an insane asylum alongside everyone else in Ponyville (Porterville?), along with a few prominent people from Canterlot and Manehattan. Her memories of her life as a unicorn and then an alicorn were choppy, and she was seeing them as if she was watching a children's cartoon. _Come to think of it, all those bright colors really don't seem that realistic... _she thought absently.

The memories of her human life, however, were steadily returning. She remembered meeting Pinkie Pie (Patricia?) first, the cake shop where she worked the first place she visited in town when she moved there, still pregnant with Spike. The gregarious party planner had immediately taken a liking to Twilight, offering to give her a baby shower then and there, Twilight meeting her other seven friends soon after.

Twilight smiled a little. Pinkie, no matter the form, always did love parties...

She stretched, standing up and looking around. She had surprisingly slept rather well, her cell's padding quite comfortable. She looked across the hall, seeing Pinkie Pie yawning and waking up herself. She smiled warmly at her friend, placing her hand on the shatterproof glass door. Pinkie Pie smiled when she noticed her, doing the same.

She sighed wearily. "So now what?" she said thoughtfully. There was nothing to do in her room except wait and watch the shadows from her window creep across the floor.

A moment later, however, the door opened. Her guard looked in, saying, "Ms. Sparks? Dr. Adrian wants you all at breakfast, so if you'll follow us please?"

Twilight nodded, her stomach rumbling. "Breakfast would be good," she said.

The guard nodded. "Also, couple things. First, Dr. Adrian has requested that you refer to each other ONLY by your human names from now on," he said.

Twilight nodded. "That makes sense. If we're supposed to be recovering from believing we're ponies, using our 'real' names only would work out well in reinforcing that."

The guard shrugged. "Whatever. I don't make the calls on that, I just relay the instructions. Also, second thing, Ms. Beatrix Lamont and Colonel Harold Brighton will not be joining you," he said.

"Trixie?" Twilight said, shaking her head and correcting herself. "I mean, Beatrix? And Colonel Brighton... that's Harbinger, right?"

The guard nodded.

Twilight frowned. "Why won't they be joining us?" she asked.

The guard shrugged. "Something about their recovery not being as far along as yours is," he said. "Like I said, I just relay what I'm told."

Twilight frowned again, looking across the hall and hearing Pinkie's guard tell her something similar. "Will we be able to see Beatrix?" she asked. "She's my friend, and I want to make sure she's okay..."

"I don't know," the guard said. "It can probably be arranged, but you'll have to talk to Dr. Adrian, or whomever's supervising Ms. Lamont's therapy."

Twilight sighed. "To breakfast then, I guess," she said.

The guard nodded, and motioned for her to follow. "You'll all be taken to the showers afterward," she heard Pinkie Pie's guard say. "And don't worry, it'll only be female guards in there."

"Must be hard for you to imagine," Pinkie teased. "All those pretty naked women and you don't even get to glance at them."

"You've no idea..." Pinkie's guard muttered. Twilight's guard glared at him and smacked him across the back of his helmet. Pinkie giggled, Twilight smiling and shaking her head.

"So how'd you sleep, Pin... Patty?" Twilight asked, looking over to Pinkie.

"Pretty well! Who knew the floors of a crazy room would be so comfortable?" Pinkie said, smiling. Although to Twilight's eyes, the smile seemed very forced. "Ooh! Hey, Dr. Adrian's letting me set up a party for everyone! To celebrate the start of our recovery! You gonna come, Twi... Trish?"

Twilight grinned. "Wouldn't miss it," she said.

Pinkie grinned, turning to the two guards. She hopped up on her guard's back, wrapping her arms around his shoulder in a hug. The guard flinched, briefly looking like he was about to throw her, but stopped himself. Pinkie didn't notice. "You're invited too!" she said. "But you gotta ditch those helmets. You look like the meaniepants faceless bad guys from a cartoon!"

"Dr. Adrian's idea," said Twilight's guard. "Facial recognition software inside each helmet to prevent people from using our uniforms as a disguise. Arming and armoring us the way he did is the only thing he's done that I feel is practical..."

Twilight frowned. "How do you figure?"

Twilight's guard sighed. "No offense ma'am, but several of you are very physically strong, especially that giant of a mother Felicia Shire has," he said. "That makes you very dangerous. Dr. Adrian spared no expense on everyone's comfort, which is okay I suppose..." He sighed. "I just wish we had something with a bit more stopping power than the tranq rifles."

"You'll have to forgive Marshall," said Pinkie's guard. "He was a guard at another asylum, one not as well equipped. There was a patient riot, some of the criminally insane ones breaking out. One of them nearly ripped his guts out."

Pinkie gasped, going over to hug Marshall. "But you're okay now, right?" she asked, glancing up at him worriedly.

Ken squirmed, visibly uncomfortable. "I'm fine," he said. "Please don't touch me..."

Pinkie backed off, nodding. Twilight gave him a sympathetic look. "I'm sorry... A friend of mine went through the same thing..."

Pinkie's guard nodded. "I heard of that... President Washington... although she was just Senator Washington at the time... arranged for a criminal named David Kord to be paroled and put into the care of you and your friends. It was working out for a while, he even helped you beat a terrorist named Timothy Reks, but then he relapsed and nearly killed Ms. Shire, turning himself in afterward..."

Twilight blinked at the name 'Timothy Reks,' shuddering involuntarily. She staggered, falling to her knees.

Pinkie immediately was at her side, holding her upright. "Trisha? What's wrong?" she asked.

"I... I don't know... I just... hearing that name... I just feel so TERRIFIED..." she said, tears streaming down her face. Pinkie hugged her tightly.

Ken smacked Pinkie's guard again. "Smooth, Paul..." he muttered.

"I didn't know hearing his name would be a trigger!" Paul protested.

"You know what he did," Marshall said, glaring at him. "You should have realized it would be!"

"It... It's okay..." Twilight said, smiling weakly. "It just caught me off-guard..."

Pinkie helped Twilight to her feet, the two of them heading into the main dining area. Rarity, Applejack, and the others, save for Trixie, joined them several moments later. They all sat down at the same table, looking at each other nervously. Their features seemed to alien to the eight of them... and yet so strangely familiar. The curve of the faces, the eyes, the hair... it was the wrong colors (was it?) for several of them, but the styles at least looked right.

"So..." Pinkie said. "I guess... I guess we should probably talk with each other?"

Rainbow Dash nodded, glancing over at the doors to the kitchen which swung open, letting workers pushing carts full of food trays out. "Yeah..." she said. "I guess so..."

"All well and good," Zecora said, mildly annoyed that she seemed to be the oldest one there (and mad at herself for being annoyed by it), "but does anyone have an idea of what to talk about?"

"...Maybe what's different in our human lives as opposed to our pony ones?" Twilight offered. "I've been having memories slowly coming back to me ever since we woke up."

The others nodded, save for Rarity, who just had a sullen, haunted look on her face, hugging herself tightly. "Differences? Fine. Here's a difference for you," she said bitterly. "I wake up from a happy life as a unicorn with my sister and parents, only to find that Sweetie... Selena..." She shook her head. "WHATEVER! My sister and I are orphans, thanks to a car crash that killed my parents. Forgive me, my dears, if I'm somewhat reluctant to talk about 'what I remember.'"

"Oh geez, Rachel..." Rainbow Dash said softly.

"I'm so sorry..." Pinkie Pie said, hugging her tightly. The group of them barely noticed when food trays were placed in front of them.

Applejack just looked uncomfortable, not saying anything. Rarity stared at her for a moment, and chuckled, shaking her head. "Yours are alive, aren't they?"

Applejack just nodded, smiling weakly. "S-Sorry..." she said. The others traded surprised looks at this, Rarity forcing a grin on her face.

"Abby, darling, don't EVER apologize for having a little happiness in your life," Rarity said, sighing. "I'd love to meet them someday, if I get the chance."

"Dr. Adrian said they'd be by today," Applejack said, fidgeting nervously in her seat.

Rarity smiled. "That's wonderful, darling," she said.

The tension was broken a little, and the girls all laughed, noticing their food for the first time and starting to eat. They flinched a little at the sausage and bacon on the plates with the waffles, but after sampling it began to eat it eagerly, Rainbow Dash in particular savoring the bacon.

"Well," Rarity said, "if nothing else, I have a job similar to the one I had in the dream world, having found some success with my own fashion lines. So that's a comfortable bit of familiarity."

Applejack nodded. "Pretty much the same for me. Ah still work on the farm, which has the same name as the one in the show, believe it or not," she said. "Although ah don't do any 'applebucking.'" She looked down at her muscular legs in disgust. "Apparently that don't work too good in real life. Shame."

Twilight chuckled. "Now that I think of it, it does seem a little silly to just kick a tree to get apples out of it," she said.

Applejack just harrumphed, smirking. "All right, missy, what's your 'real' life like?" she said.

"Well..." Twilight said, looking over to where Spike was eating breakfast with the former Cutie Mark Crusaders. "Spike's apparently my son..."

Rainbow Dash grinned a little. "So I'm not the only one who woke up to motherhood," she said.

Twilight blinked, and then grinned. "Skeeter?"

Rainbow Dash smiled warmly. "Yeah... And the more I think about it, the more I like it. The more I remember. Birthday parties, little moments from when she was growing up..."

Twilight nodded. "Reading his first book..."

"Riding her first scooter..." Rainbow Dash added, smiling.

Both women sighed wistfully, the other girls giggling.

"Well..." Pinkie Pie said. "I'm apparently a party planner that works with the Cak... I mean, the Carters. Mr. Carter is my mother's brother, so when I left the farm to find work in town, the Carters took me in. I pretty much became the daughter that... that Mrs. Carter couldn't have..." She shook her head. "Wow, that was too depressing a way to tell it. I need to work on this."

Rainbow Dash chuckled. "Yeah. Element of Laughter or not, you're still one of the funniest people I know, Patty," she said. "THAT I remember definitely."

Pinkie Pie giggled. "So what's your 'real life?'"

"Oh no," Rainbow Dash said. "I asked Trisha first, she has to tell us."

Twilight chuckled. "Well... all right, I suppose so..." she said, taking a bite of her pancakes. "I moved to Porterville while I was still pregnant with Spike. President Celeste was my teacher before she got into politics, and I helped her out on several campaigns, including getting her elected President. I mainly work as the town's head librarian..." She trailed off as a new thought occurred to her. "...Which is where the nine of us usually meet."

The eight young women frowned, remembering that their ninth, Trixie, wasn't with them.

"I hope she's okay..." Fluttershy said softly.

"Me too..." Twilight said softly.

"Could anyone get anything out of the guards as to why she wasn't being let out of her cell with the rest of us?" Derpy asked.

"I did try to convince my guard to speak," Zecora said. "All he would say is that Dr. Adrian felt she wasn't as far along in her recovery as we are. That she still believed she was a pony, and trapped in an illusion."

"Do you think she's wrong?" said a voice from behind the group. The eight women turned, startled, noticing Chrysalis standing behind them for the first time.

"How long have you been there?" Twilight asked, glaring at her, the dark-skinned woman smirking at Twilight as she held her empty food tray.

"Long enough to hear what you said about Trixie... It's interesting, as this supports some of my own feelings..." Chrysalis said.

Pinkie Pie frowned. "What do you mean?"

"Well..." Chrysalis said. "It appears that in my 'real' life I'm an actress, and a famous one. But this whole setup... it reminds me too much of what I did to your brother before his wedding to Cadence. Candace." She shook her head. "Whichever." She thought for a moment, and added, "And King Sombra, from what I heard, was capable of such powerful illusions as well."

Chrysalis shrugged, and went to return her tray, leaving eight women conflicted about their returning memories. If they were their actual memories, then their stay here was a good thing. Something that would help them gain their lives back.

But Twilight still remembered the doorway. She remembered how real that illusion seemed, the hatred in her mentor's eyes as she dismissed her from her service. The pain in that dismissal. If Spike hadn't gotten her out of it...

...but that wasn't real. That was the show.

Wasn't it?

The eight of them ate breakfast, trying to break the tension by talking about their lives. Pinkie Pie was apparently a party planner in real life, working for the Cakes... or rather, the Carters. And surprisingly, Dr. Adrian was allowing her to plan a party for tonight, to celebrate their recovery.

It was mutually agreed that they needed something to take their minds off of the mess they were in, at least for tonight.

Rarity and Applejack, as expected, had jobs that matched their pony professions due to how practical they were. Rainbow Dash (who surprised everyone by admitting she had severe acrophobia) was a meteorologist, regarded as one of the most talented in the country. Zecora was a pharmacist, as well as an herbal remedy specialist. Fluttershy was a veterinarian, which was also not a surprise in the slightest. Derpy was actually a mail carrier, and also made muffins for the Carters from time to time.

"Maybe we latched onto the characters because of their relationships to our own jobs?" Derpy asked.

"It's possible..." Rarity said. "I seem to remember studying a little psychology as a way of monitoring fashion trends and people's reactions to them. It's possible that our minds associated the characters with the

"The fan interpretations, maybe..." Rainbow Dash said. "No offense, Deidra, but if I'm remembering this right, Deidra's personality was made up entirely by the fans."

"Great," Derpy said, rolling her eyes, as memories of the cartoon character's 'origins' appeared in her head. "You all get characters with speaking lines, and I get the animation glitch that became a memetic heroine."

Laughter was shared amongst the group at that, the eight of them becoming more relaxed. Pinkie excused herself after a few minutes, wanting to talk to the Cakes about tonight's party. There was some yelling from that end of the room at first, Mr. Cake visibly angry that Pinkie would suggest having a party after everything that had happened, after finding out the children they had raised weren't even real. But Mrs. Cake talked him down, Mr. Cake eventually agreeing to the party. The three of them sat down and began to talk, eventually calling over Vinyl Scratch, who, while visibly shaken by everything, agreed to help with the party as well. Dr. Adrian, who had been coming over when Mr. Cake started yelling, sighed in relief and walked away.

Fluttershy smiled happily at the group as they planned tonight's party. "I'm glad things are starting to work out," she said.

"Me too," Rainbow Dash said. "We need a little happiness right now, and Patricia's parties are always awesome."

Fluttershy nodded. "Is everyone done eating? I can take your trays in, if that's okay," she said.

"Nah, we can get it," Derpy said.

Fluttershy smiled. "Really, I don't mind at all," she said.

Twilight frowned. "If you're sure..."

Fluttershy giggled. "It's such a little thing," she said. "We all have to help each other now."

The others smiled warmly, letting Fluttershy gather the trays and take them back to the kitchen. She set them on the washtable, and started to leave, when a booming declaration startled her, making her yip.

"ALL OF YOU ARE STUPID!" thundered a deep bass voice.

Fluttershy patted her chest, shaking her head. She started to leave, but for some reason the voice seemed familiar. Curiously, she followed the sound of the thunder, coming upon a massive, muscular, bald-headed man.

"Who taught you babies how to cook?!" the massive man demanded, his Russian accent thick. "You do NOT use vanilla cream sauce with HAM AND EGGS! Just because we are in an institution doesn't mean that the inmates have to EAT like they are in one!"

The cooks, cowed by the man's ferocity, nodded and disposed of the offending sauce. Fluttershy giggled softly. Normally, she'd be intimidated by such a large man, but something about his presence felt... oddly comforting. The huge man turned, shaking his head, and noticed Fluttershy.

"Oh! Greetings little pony person! I am Mikhail Aleksi Borisovitch. But my friends call me Misha," he said.

Fluttershy smiled warmly. "I'm... I guess I'm Felicia Shire," she said. "We remembered who we all were last night."

"Ah, I heard that!" Misha said, nodding. "Well, is pretty name. But I think Fluttershy is prettier. Fits how pretty you are."

Felicia blushed, squirming a little.

Misha laughed. "Do not get wrong idea," he said. "Misha prefers cute men to cute women. I was simply complimenting your looks."

Felicia relaxed a little, grinning, although some part of her felt oddly disappointed. "Thank you, Mr. Borisovitch," she said.

Misha chuckled. "As I said, my friends call me Misha. And I have a feeling that we will be good friends, Fluttershy," he said.

Fluttershy smiled warmly. "I hope so. But... shouldn't you be using my real name?" she asked.

Misha snorted. "Fluttershy is prettier. I will use real name around doctors, but when is just us, I call you by name I prefer."

Fluttershy giggled. "Okay then. I should probably be getting back, my friends are expecting me."

Misha nodded, waving. "Good luck on recovering from being crazy, Fluttershy!" he said, making Fluttershy giggle again as she skipped away.

"We were wondering what was keeping you," Rainbow Dash teased. "Find a handsome stud to flirt with?"

"Yes, a real beefcake too. But unfortunately he's into guys," Fluttershy said before she could stop herself, her hands going to her mouth and she blushed brightly. "S-S-Sorry, I didn't..."

The others laughed, Derpy hugging her. "It's okay," she said. "I'm glad you're showing an interest in guys, even if the one you picked at first was also interested in them. Who was it?"

"The head cook, Misha," Fluttershy said, smiling. "He's big and loud, and looks scary, but he's really nice!" She paused briefly, remembering something she saw in the kitchen.

Twilight was the first to notice the pause. "What is it?" she asked.

"It's nothing," Fluttershy said, shaking her head gently. But now that she thought about it, didn't the cooks all look EXACTLY alike save for Misha himself? She shook her head, dismissing the thought for now.

/\/\/\/\/\/\/\/\/\

_Later..._

/\/\/\/\/\/\/\/\/\

Derpy walked into Dr. Adrian's office, smiling worriedly. A guard followed behind her, his face in a perpetual scowl. "Is there anything wrong, Doctor?" she asked.

"No, Deidra," Dr. Adrian said, smiling. "Something's actually quite right for once."

Derpy gave him a confused look. Dr. Adrian grinned. "You mentioned that you had vague memories of a soldier," he said, standing up and going to the wide curtain at the back of his office. He pulled it aside, revealing Solomon, who smiled nervously.

Dr. Adrian smirked. "Does this ring any bells?"

Derpy stared at Solomon a long time, her eyes steadily widening. "You... Ohmigosh... SOLLY!" she cried, recognizing him (sort of), and hugging him tightly. Solomon laughed in relief, hugging her to his powerful frame.

"It's okay, honey. I'm home now, and I'll never leave you again. I'm gonna take a job here in the asylum and be with you every step of the way," Solomon said.

"Oh Solly... I've missed you so much..." Derpy said, clinging to him, tears of joy streaming down her face.

"I love you so much," Solomon said. "And I swear, on everything I am, that I'll help you and the girls get out of here."

Dr. Adrian quirked an eyebrow. Interesting choice of words, he thought, dismissing it for now.

/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\

Rarity looked herself over in the mirror. She picked at her curls, which were arranged in a manner similar to the pony she took her name from, and debated going for a new look. After a few moments internal debate, she shook her head, deciding against it. She could try later, but her curls were comfortable and familiar.

Applejack's parents would be here soon, and she wanted to meet them with the rest of the Apple family. She winced, feeling a stab of jealousy that Applejack had her parents and she didn't, but she quickly suppressed it. Applejack had insisted, Rarity feeling a fluttering in her heart as Applejack looked into her eyes.

Part of her remembered dating Applejack regularly, of being intimate with her. Was that real, or just something from the show? Maybe a fanfiction, she didn't see a lesbian relationship being let into a children's program about magical talking ponies...

She shook her head, chuckling. It sounded so silly when she said it aloud.

But at any rate, she had felt something when Applejack had taken her hands in her own and asked her to be there. Maybe... Maybe they were in a relationship. She sighed. It was something to hold onto, at least.

And then the lights went out in the bathroom.

"Oh come on!" she snapped. She looked outside, finding a short man with a southern accent and a hard hat working with a distressingly beautiful woman with diamond-white hair. Her guard was there, a young woman named Lee, standing off to one side and watching with amusement as the two technicians worked the panel.

"Jen? Honey? That's not how you correct the problem," the short man in the hard hat said.

The beautiful woman grinned weakly, staring at the wires in the opened panel. "Sorry Dad," she said. "I guess I crossed the wrong wires."

Rarity shook her head, trying to clear her thoughts. "May I ask why you turned the lights off in the bathroom?" she asked.

Jen blinked and facepalmed, groaning. "I'm sorry, I didn't mean to do that..."

"Sorry ma'am," the male technician said, tipping his hat to her. "Mah daughter's still new at this job, ah'm teaching her the ropes. We'll get it fixed right quick. Hope we didn't catch you in a compromising position."

Rarity chuckled. The little Texan was quite the charmer. "No, I was simply debating changing hairstyles," she said. "What were you trying to do?"

"There's some glitches in the security system," the male technician said. "The camera systems around here weren't working. We were trying to find the problem when Jen crossed the wrong wires." He blinked, and said, "Where are my manners? Ah'm Dell Conagher, and this here's my daughter Jennifer."

"Please to meet you," Jennifer said, smiling.

"Rachel Diamant," Rarity said, chuckling weakly and adding, "or so they tell me at least."

"Rachel is one of the ones who thought they were ponies for so long," Lee explained.

Dell hmmed, surprised. "Well, how about that?" he said. "Y'all are a bit famous, ain'tcha?"

"I'd rather be famed for my dress designs, not my insanity," Rarity said, frowning.

Dell winced. "My apologies, ma'am," he said as he went to correct the problem with the wires. "Ah just remembered that story." 

Rarity nodded, glancing at Jen again. The woman's beauty was stunning, her eyes a ghostly white. It reminded her... of the woman who saved her from the... crusher? Car wreck? For some reason two versions of the same event were overlapping. She shook her head.

"You okay, Miss Diamant?" Jen asked, frowning.

Rarity shook her head. "I really don't know..." she admitted. "Have we met before, Miss Jen? I swear I've encountered you somewhere..."

Jen smiled. "I'd remember meeting someone as pretty as you," she said, shaking her head.

Rarity blushed. "You're too kind, darling," she said.

Dell nodded. "Fixed it," he said. "Lights should work in the bathroom again. As for the security cameras... Yeah, we need some new parts to replace it for this one."

Lee grumbled. "Fuck," she said. "All right, I'll talk to Dr. Adrian."

Dell nodded, and offered his hand to Rarity. She shook it, smiling, and Dell said, "Well, ah hope that y'all recover and get to go home, Ms. Diamant."

Dell and Jen left, Jen waving goodbye. Rarity lowered her arm... and paused.

Slowly, she flexed and unflex her arm. The flesh felt real... but every time she moved her arm, she heard gears grinding. FELT gears grinding.

"Anything wrong?" Lee asked.

_I had a prosthetic in the pony world, _she remembered. _I lost my arm and had it replaced. _She felt her arm. The flesh felt normal... but every time she moved that arm, she heard the soft sound of metal moving.

/\/\/\/\/\/\/\/\/\

_Later..._

/\/\/\/\/\/\/\/\/\

Applejack, Apple Bloom, Granny Smith, and Big Macintosh all waited in the same room. They were fidgeting nervously, unsure of what to think. For years, they had thought that George and Mary Jane were dead. But to hear that they were alive...

Apple Bloom barely remembered her parents, the two of them having 'died' while young. Big Macintosh and Applejack had the strongest connection to them, and were both terrified about what they might see. And Granny Smith... she just didn't know what to make of all this. She still wasn't sure if she was 'awake' or not. Nothing made sense...

Rarity sat nearby, still occasionally flexing her arm, still hearing the gears. She was still confused, but right now she was focusing on Applejack's happiness.

"Thank you for comin', Rachel," Applejack said, coming over and sitting with her. "Ah just... Ah'd just feel better with you here with me..."

"Of course, Abby dear," Rarity said, hugging her. "This is a tense time for you and your family."

Applejack smiled, but then all four Apples jumped as the door opened. Two people stood in the doorway, a tall, muscular man that looked like an older version of Big Macintosh, and a woman with rough, well-worn features.

The four Apples stared at them, eyes wide. Memories, unbidden, flew through the four of them, memories of love, of family...

A slow smile spread over Apple Bloom's face as she approached the two figures, who were watching them with cautious hope. Apple Bloom hugged Mary Jane, who began laughing in relief.

George removed the stetson from his head, a sigh of relief escaping him. "You... You can see us?"

Big Macintosh nodded. "Eeyup," he said softly, his voice choked with conflicting emotions.

"Mah boy," Mary Jane said, tears flowing down her face as she hugged Apple Bloom tightly. "Always so verbose."

That brought some giggles to the lot of them, breaking a little of the tension, Big Macintosh and Applejack going over to greet their parents. Granny Smith still seem confused, though. "Ah... Ah just can't believe it... Ah still remember the chimera attack..."

George smiled. "It's okay, Granny. It weren't real," he said. "You'll remember in time."

Mary Jane nodded, tears in her eyes as she hugged Applejack. "We've got our family back. At long last, we've got our family back..."

Rarity, who had been watching this with growing discomfort, stood up and started to leave. "Mmmmaybe I should go," she said. "This is more of a family thing, and..."

"Wait," George said, placing his stetson hat on Applejack's head as he went over to Rarity. "Miss Diamant, please stay."

"...If you are certain?" she said, almost hopefully.

George nodded. "You probably don't remember, but ah said some mighty hurtful things t'you before..." he hesitated, sighing. The grief evident in his face made him look so old. "Well... before you all went t'Ponyville, for lack of a better term. When mah daughter came out t'me, said she was in love with another woman... Ah was raised conservative, raised a Christian. Hearing that offended mah every sensibility. Ah said some hateful, hurtful things, venomous things, and because of that, God took mah children and my mama from me. Ah know now that ah was wrong. Ah shouldn't have gotten in the way of you two."

Rarity blushed slightly. "Really, darling, it's all right," she said softly. She could tell this confession was hard for him...

George chuckled. "Y'know ah actually started watchin' the show a little after y'all went under? You really as generous as that there unicorn, forgivin' an old fool like me," he said, taking Rarity's hand and guiding her over to Applejack. He placed Rarity's hand in his daughter's smiling. "Whatever happens, you know ah was wrong. And ah won't get in the way of you two ever again. You're a quality woman, Ms. Diamant. And you both have mah blessing. And if'n y'all want to get married, then ah'll happily welcome you into the family."

Rarity and Applejack both smiled at each other, blushing.

/\/\/\/\/\/\/\/\/\

_Later..._

/\/\/\/\/\/\/\/\/\

George and Mary Jane left the room, saying their temporary goodbyes. As they left the room, they passed a dark-skinned man with a goatee, dressed in orderly robes. He was sweeping the halls with a large pushbroom, humming an old Scottish hymn. As they got closer, they noticed he had only one eye, and in one pocket was a flask, the two of them knowing instantly that it was filled with scrumpy.

The two of them paused as he passed them, closing their eyes. The janitor paused, looking at them curiously, a pleasant smile on his face.

"Can I help ye?" he asked.

"Tavish DeGroot," said George. The janitor flinched, an alarmed look crossing his face he stumbled, stepping back and moving an arm behind his back, as if to reach for a gun.

"Be at peace, BLU Demoman," said Mary Jane, alarming Tavish even further. "We know who you are, and what you are here to do."

"But Dr. Adrian does not. Nor will he find out from us," said George.

"We were made to keep them here," Mary Jane said. "But we were made too well."

"We truly love them..." George said softly. "As if they truly were our family."

"We will not stop you," said Mary Jane.

"We will not impede you," George said.

"Save them. Save them all," the two said in perfect unison, moving on in perfect synchronization.

Tavish stared at the two as they left, disappearing around a corner. As he did, Applejack came out of the room, a happy smile on her face. Tavish shook his head, deciding to focus on his job. "And a fine afternoon to ye, lass! Ye seem quite happy!"

"Ah just... I've always dreamed of seeing mah parents again..." she said, shaking her head. "And now... It's all happening so fast..." She giggled.

Tavish smiled sadly. "Aye. Dreams are nice..." he said. "But they're just that. Dreams."

Applejack stared at him in confusion. "What the heck do y'mean by that?"

Tavish shook his head, taking a sip from his flask. "Och, dinnae pay any attention te old Tavish DeGroot, lass. I'm just an old drunk with old ideas..." he said, calmly moving down the hallway, sweeping up dust with his pushbroom. Applejack stared after him, trying to figure out what he meant, when Rarity came out, hugging her from behind and kissing her on the cheek.

"That went quite well, I think," Rarity said, smiling. Applejack nodded, but when Rarity moved her arm away, she blinked.

"Rachel? Can y'all move your arm again real quick?" Applejack asked, confused.

Rarity's eyes widened as she realized what Applejack meant. She moved her right arm, both of them hearing the gears moving inside it. "So you can hear it too..." she said softly.

"What the hay's goin' on?" Applejack said, baffled.

Down the hall, out of earshot of the two women and away from security cameras, Tavish spoke out loud, speaking to apparently nothing.

"Scrumpy Knight te David Tennant. We've apparently got allies in here," Tavish said. "The phantoms imitating Applejack's parents figured me out and said they'd stay out of our way."

"Applejack's parents, you say?" said a vaguely British voice. "That's... actually, that's not uncommon. I've had creations made too realistically turn on their masters and help me before. Come back and I'll debrief you."

Tavish nodded, vanishing.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Later that evening..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Pinkie Pie giggled as she watched everyone dance and play games. It had taken a bit of doing, but she had managed to get everything she needed to have a party. And it all seemed to be going quite well, actually.

The Cakes were taking special pleasure in interacting with the children, serving them cake and punch. Their exquisite talent as bakers carried over to their human form. Twilight and Spike were sharing punch and cookies, sitting at a table and talking happily, while Rainbow Dash and Scootaloo (who looked both amazed and thrilled to learn that Rainbow Dash was her mother) danced the night away. Fluttershy sat in a corner with her parents, lovingly petting her pet rabbit. Barricade and TL Care both seemed content to just be with their daughter, although Barricade occasionally cast glances voer to Luna and Celestia. Applejack and Rarity were dancing together, the two of them becoming almost inappropriately intimate as the night wore on. (Pinkie was silently grateful that she wasn't allowed access to alcohol. She had an odd feeling that what little inhibitions Applejack and Rarity were showing now that they knew they were in love would have vanished completely if they were drunk.) Cadence and Shining Armor were making out behind one of the speakers, believing that no one could see them. Chrysalis just sat, sipping her punch, watching the two lovers with amusement. Apple Bloom and Sweetie Belle, the latter depressed from finding out her parents were dead, stayed near the DJ table, helping Vinyl Scratch pick out music, the DJ fully in her element and looking relaxed. Zecora, visibly hesitant to interact with anything, mainly stayed near the snack bar, having developed a fondness for some of the French pastries that the Cakes had made, while Derpy and her daughters danced with Solomon. Several orderlies and nurses were dancing with the patients, enjoying the night, while Dr. Adrian stood on an upper balcony, watching with delight.

Pinkie giggled as she looked at Solomon. It had been wonderful to meet Derpy's fiancee. It meant that there was a little happiness in Derpy's life after all this, and it made her feel good to see her so joyful. She loved seeing her friends happy.

She glanced over to Luna and Celestia, frowning. Celestia, still in her straight jacket, whimpered softly, unwilling to leave her sister's side. Her eyes were wide open and staring, darting about at the slightest motion. Luna hugged Celestia tightly, gently stroking her fear-maddened older sister's hair as she looked around the room, worried for everyone. Several guards, both asylum guards and patients who had believed themselves to be royal guards standing near the two of them.

She wished she could do something to make Celestia happy. But whatever it was that was hurting Celestia seemed to be beyond her ability to cure. She sighed.

"Heyhey, no sighs," said a voice from behind her. Pinkie turned, seeing a slim orderly with an athletic build and a handsome face. "This is a party!" he said, smiling. "No sighs unless they're happy ones, like what those two doofuses who think they're completely hidden behind the sound-system are doing."

Pinkie giggled. "Sorry, sorry. Just thinking about things," she said.

The orderly nodded, stroking his chin. "Aaah, it's cool," he said. "Name's Donny Brooks. I'm one of the orderlies. You're the one that thought she was Pinkie Pie, right?"

Pinkie nodded, brushing a lock of hair out of her face. "Yepyep!" she said. "Although my real name is Patricia Parker, apparently."

Donny scoffed. "Meh. Sounds like a genderswapped Spider-Man," he said. "I'mma gonna stick with Pinkie when the Doc's not looking."

Pinkie blinked. "Spider-Man?"

"Comic book superhero," Donny said, shaking his head. "He's pretty cool. I'd tell you more about him later, I'm still on duty."

Pinkie frowned. "Awww, but you'll miss out on the party!" she protested. For some reason, she really wanted this guy around.

Donny chuckled. "Don't worry, Pinks," he said. "You'll see me again." With that, he walked out of the room, leaving Pinkie behind. She sighed again, smiling, and shrugged. She went to go get some punch, when she noticed her reflection in the glass of the window.

Before, her hair had been flat and straight. Now, though... "When did my hair puff out like that?" Pinkie said, confused at the now poofy hairdo she sported. The disturbingly familiar poofy hairdo...

/\/\/\/\/\/\/\/\/\

_The next day..._

/\/\/\/\/\/\/\/\/\

Rainbow Dash, her guard standing nearby, lay on the grounds of the asylum, staring up at the sky. She sighed wistfully. _I would so love to fly again..._

But as soon as the thought entered her head, the vertigo came on. Her stomach lurched and she shot upright, trying to calm her queasy gut before she sat down again. She sighed in frustration, remembering her cursed acrophobia, knowing she could never bring herself to go into the air again.

She looked up when she saw another figure approach her guard. He tapped him on the shoulder, and said, "Shift's over, mate. I'm relieving you."

Rainbow Dash smiled at his accent. The guard had rugged features and was skinnier than the other guard, but Rainbow Dash could tell that he was just as tough as the bigger man. Plus, his gruff accent was pleasing to the ear.

The bigger guard looked at his watch and frowned. "Huh. Where does the time go?" he said, shrugging. "Okay, she's all yours." He shouldered his tranq rifle and sauntered off, the newcomer taking his place by Rainbow Dash's side.

"Name's Lawrence Mundy," he said. "Most folks just call me Rory, though."

Rainbow Dash grinned. "Rayne Boden," she said. "Nice to meetcha."

Rory nodded. "So..." he said. "Finally starting to get your real thoughts back, eh?"

Rainbow Dash nodded, staring up at the clouds again. "Yeah... It's all a big rush right now. I'm still getting used to the idea of being a mother..."

"Change is hard," Rory said, nodding. "But you got to adapt to it."

"Yeah..." Rainbow Dash said. She was silent for a long moment, before saying, "Rory? What would you do if you ended up being able to leave a place you and your friends were all stuck in before any of them could get out themselves?"

Rory blinked, staring at her. "What brought this on, sheila?"

Rainbow Dash sighed. "I dunno... None of the books here seem that interesting, so I end up doing a lot of thinking. What if one of us is released first?"

Rory thought for a moment. "Well, what if it was you?"

Rainbow Dash blinked. "Me?" she said, thinking a moment. "...I'd probably want to stay with the others, wait until they were ready to leave as well."

Rory nodded. "Loyalty. A good trait to have," he said. "Let's go with that, then."

Rainbow Dash chuckled, nodding. Pony or not, she still valued loyalty. She'd never leave her friends behind.

Rory smiled at her. "Don't worry, Ms. Boden. I'm sure you'll all get out of here at the same time."

Rainbow Dash sighed. "I surely hope say," she said, glancing at Rory as he shifted the tranq loaded sniper rifle in his hands.

_Sniper... _she thought. For some reason that termed seemed relevant. She just couldn't figure out why...

/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\

Zecora wandered into the library, her guard following her at a respectful pace. She went up to the main desk, and rang the bell for service .

When the head librarian came out, she blushed. He was a handsome man with slight stubble, a hawkish-nose, and slicked back black hair. He smiled a dazzling smile at her, and nodded.

"I am Henri DuBois. How can I help you, Mademoiselle?" he asked.

Zecora stared at him for a long moment, dumbstruck by how handsome he was. Hearing her guard snicker behind her brought her back to her senses. "Y-Yes... I was looking for a book on herbal remedies."

Henri nodded, stepping out from behind the desk and motioning for her to follow. "Zis way," he said. Zecora found herself grinning widely at his accent. Henri didn't seem to notice at first. "You are one of the pony patients, yes?"

Zecora smiled, nodding. "Sort of. I thought I was the zebra, Zecora," she said. "My name is Zelda Carrol."

"Zelda..." Henri said slowly, as if tasting the word. "A fine name." He entered the non-fiction section, pointing out the book she wanted. "You and yours seem to be recovering nicely, oui?"

Zecora nodded. "The memories are slow in coming, but they are returning," she said, taking the book and looking it over. She nodded. _This will do for now._

Henri smiled, taking her hand. "I hope you do recover completely, my dear," he said, looking her directly in the eyes. "Zis is no place for someone as beautiful as you."

"Hey hey," Zecora's guard said. "No flirting with the patients!"

Henri bowed. "Forgive me, zen. I could not help myself," he said, turning to Zecora and adding, "I hope you will frequent my library often, my dear Zelda. You'd be surprised at what you can learn here."

With that, he kissed her on the hand and left. Zecora grinned widely. _Wow... _she thought.

"Pervo," the guard said. "Ignore him. He's just a schmoozer trying to get into your panties."

"He may have more success than you think," Zecora said, blushing. "Now excuse me, I feel the need for a drink. Water's fine, or whatever you got. Because damn if that guy wasn't flat out HOT..."

The guard chuckled, shaking his head. "And here I thought you were the dignified one. I'll grab you a soda, there's a machine near here," he said, leading her out of the library.

Zecora, meanwhile, was blushing brightly. Something about that man made her feel more relaxed, more comfortable being open with her feelings. But as they got to the soda machine, she realized something.

She had rhymed. And she did it naturally, as if she had always had done it.

What was going on?

/\/\/\/\/\/\/\/\/\

_Elsewhere..._

/\/\/\/\/\/\/\/\/\

"Ah, come in Fraulein Sparks," said the handsome, glasses-wearing, lab coat-clad doctor as he ushered her inside. "Welcome to your first therapy session."

Twilight frowned, stepping through the doorway. "Dr. Adrian isn't going to be handling it?"

The doctor chuckled. "Come come, my child," he said. "You've seen how many patients zere are here. He cannot handle zem all!"

"Oh," Twilight said, nodding. "That makes sense." She sat down when the doctor motioned her to do so. Something about him felt... off, like there was something underneath the mask of pleasantness the doctor put on, but she couldn't put her finger on it.

The doctor smiled, seemingly unnoticing of Twilight's discomfort. He sat down, pulling a file out of his satchel. "Now. I am Dr. Hans Konigburg," he said, adjusting his glasses and running a hand through his short brown hair. "Ve vill be starting vith something simple today, I think. A Rorschach test, yes? Do you know what those are?"

Twilight thought for a moment, and then shook her head. "I'm sorry..." she said.

Dr. Konigburg smiled. "Vell, it vill come in time," he said. "A Rorschach test is simply this – I show you pictures of ink blots in random shapes and patterns, and you tell me vhat zey look like to you. I can start to develop a therapy profile from zat."

Twilight nodded, smiling. She had heard of this after all, she just couldn't remember the name.

Dr. Konigburg nodded, pulling out the first card. "Now, Fraulein. Tell me vhat you think zis looks like."

He held up the card. On it were written the words, NOTHING YOU SEE IS REAL.

Twilight blinked, startled. The image on the card changed to a pair of splotchy ink blots. She stared at it a moment, confused, and eventually said, "...I can't tell what this looks like to me, I'm sorry."

Dr. Konigburg looked at the card. "Wow, that is a random-looking vun, isn't it?" he said, chuckling and moving the card to the back. He held up another card. "Now zis one," he said.

On the card were written the words, YOU ARE ALL IN GRAVE DANGER.

Twilight backed away from the table, startled. She blinked, and the words changed into a blotch that looked vaguely like a butterfly.

"Fraulein Sparks?" Dr. Konigburg asked, confused.

"Um..." she stammered, not sure what to think. She decided to just say what the blotch looked like. "A butterfly?"

Dr. Konigburg nodded, writing something down on a notepad. "Very well," he said, pulling out another card. "Vhat of zis one?"

Twilight looked at the card. On it were written the words, WE ARE HELPING ALL OF YOU ESCAPE THIS PLACE TONIGHT. BE READY.

Twilight pushed away from the table, frightened and confused. She blinked, and the words vanished again, becoming a blotch in the vague shape of a train.

"What's going on here?!" Twilight demanded. "Why do the pictures start out as words and change!? What is all this?"

Dr. Konigburg smiled dangerously. "I think I have vhat I need for now, Fraulein Sparks," he said. "I vill talk to you later. In the meantime, enjoy your day," he said, opening the door for her. "I have other patients to attend to."

Twilight fled the room, staring worriedly at Dr. Konigburg, who just chuckled as he closed the door behind him.

/\/\/\/\/\/\/\/\/\

_Later..._

_Elsewhere..._

/\/\/\/\/\/\/\/\/\

Trixie scowled, sitting cross-legged in her cell. She had gone over everything twice over, but couldn't find the 'seam' to the illusion. And she was sure it was an illusion. She was.

It had to be. This was all too perfect a scenario. The memories far too good, far too 'real' to actually be real.

She was certain of it.

Mostly.

She scowled again, sighing. She looked up when her door opened, a nurse entering with a tray of food for her. She closed the door behind her, grinning.

Trixie stared. The nurse wore the same white dress and shirt as the others, but she was nowhere near as pretty. Chubby, with visible pudge sticking out from under her shirt, and flat chested.

Oh, and there was the fact that most of her body was covered with burn scars from head to foot, only a few wisps of hair clinging to her head.

"Good afternoon!" the nurse said, smiling pleasantly as she set down the tray. "I'm Mariko Tsukiyomi, I'll be serving you lunch today."

Something about this felt off. And this nurse felt very familiar to her. "This... I... That's not your name."

The nurse gave her a confused look. "I'm sorry?"

Trixie shook her head, clutching it. "I... It is your name, but it's not the one you like to go by. I swear I know what it is, it's on the tip of my tongue..."

Mariko blinked. _Could it be? _she thought. She pulled a cigarette lighter out of her pocket and lit it.

Trixie stared at it, going wide-eyed. She then stared at Mariko, grinning widely as the memories started flooding back. "_Pyro..._" she whispered, hugging her tightly.

"Well, this is a time saver," Mariko said, hugging Trixie back and putting away the lighter.

"By the stars... I remember everything... My whole REAL life, it's coming back... I even remember how we were kidna..." Trixie babbled, overcome with relief as the illusion holding her mind shattered like glass.

Mariko shushed her, glancing back at the guard through the sealed soundproof doors. "Later," she said. "We're getting everypony out of here tonight."

"But... how?" Trixie asked, worried. "And why weren't you and the BLUs taken?"

"We were out of Ponyville when the attack came, investigating something in Everfree," Mariko said, glancing back at the guard. "By the time we got there and started to fight, everypony else had been dragged off. We managed to save some of the children, so that's something, but everypony else was taken before we got there. But we'll get them back. We'll break this illusion and free everypony from it."

Trixie nodded. "And what will happen to whatever's holding us?" she asked.

Mariko grinned savagely. "They will _BURN_."

_**TO BE CONTINUED...**_


	36. The Difference Between Dreams & Reality3

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 31: The Difference Between Dreams and Reality – Part 3**_

_All characters who aren't original are copyrighted to their original owners, used without permission for non-profit reasons. All original characters are copyrighted to me, so do not use without permission, please. Trick Shot is the property of his original owner and used with permission. _

_ Author's Note: I've actually had this chapter in mind long before I knew the fanfiction Asylum ever existed. So this chapter is NOT a reference to that fanfic. Just letting everyone know. _

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Patient hallway..._

_Night..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight shivered softly as she thought about her encounter with that new doctor. Dr. Hans Konigburg... For some reason she kept wanting to call him Medic.

She shook her head. Everything was so confusing... the memories of her real(?) life were still there, her human life, but ever since meeting Dr. Konigburg, everything had seemed wrong, as if they were... overlaid on something. She couldn't think of the proper terminology to describe her feelings, and it was frustrating.

Something was wrong. Something was wrong with this place. Everything had felt off ever since she talked to Dr. Konigburg. Pinkie now had her pony self's hairdo, Zecora was rhyming again... She winced, pain shooting through her head as she tried to work out the multitude of discrepancies that were showing up.

She looked over to Pinkie's cell, seeing her fast asleep on the padded floor. She chuckled softly, smiling. "Well, if nothing else, you can say that the cells here are comfortable," she said, patting her own floor, staring up at the ceiling.

Deciding to save her worries for tomorrow, and talk to Dr. Adrian then, she lay down on the floor of her cell, sighing. Curling up to go to sleep, she slowly started to drift off.

Before she went to sleep, however, she noticed something out of the corner of her eye. She looked up, and saw Misha the head cook standing in the hallway, wielding a massive minigun. Behind him, wielding an odd, firehose-like device that was pumping blue energy into Misha, was Dr. Konigburg.

The guards turned, aiming their rifles at Misha. But before they could fire, Dr. Konigburg flipped a switch on his device, a shell of blue armor forming around both himself and Misha. The tranquilizer darts bounced off of them, Misha revving his minigun and firing away. Bullets tore into the guards, but instead of falling dead in a spray of blood, they vanished, their bodies turning into a swirl of tree branches and roots before disappearing.

Twilight just stared in shock as Misha and Dr. Konigburg moved down the hall, slaying all of the guards. As the did, rockets and grenades and bullets from other weapons flew down the hall, others she recognized from earlier showing up. The orderlies Tavish and Donny, the librarian Henri, now sporting a ski mask, the technician Dell and his daughter, the latter now sporting massive chainguns sprouting from her back...

And then Applejack's parents ran by, accompanied by a strange thing in a covering bodysuit with a horribly scarred-up face, wielding a flamethrower.

Twilight just stared, not sure what to think.

George and Mary-Jane skidded to a halt in front of Princess Celestia's cell. They looked to the others, all of them moving down the hall and taking care of the guards. Dell nodded, manifesting a toolbox and setting up an auto-turret to fend off any guards coming from the other direction as the others moved down the hall, destroying guards as they went.

Princess Celestia stared fearfully, skittering back to the corner of her cell as George and Mary-Jane opened the door.

"Who... Who are you... Go away, go away, Luna, please make them go away, please why won't you leave me alone, where is Luna..." Celestia babbled, curling up into a fetal position as tears streamed down her face.

George shook her head. "Princess..." he said. "Believe me, we're here to help you."

"No no no you're bad, I can tell, you're like the doctor, the guards, you're bad you're bad please go away I can't I can't I can't..." Celestia babbled, dissolving into sobs.

"She's so far gone..." Mary Jane said softly, looking horrified.

George shook her head. "Once we restore her, she'll be fine," he said. "She's the fulcrum. Remove her and the others will follow." With that, he reached out and touched his hand to Celestia's forehead, closing his eyes and concentrating. "_**I RELEASE YOU,**_" he intoned.

His hand glowed for a moment as magic flowed from his fingertips into Celestia's forehead, her eyes flashing. She stiffened, the energy George generated flittering about her mind, rapidly undoing the spells binding it...

...and she remembered.

It all came back to her. Her life, her real memories, her real identity. She was Princess Celestia, Triarch of Equestria alongside her sister and her former student.

She remembered how she was taken, robotic copies of the Element of Harmony bearers invading her chambers. She and Luna had been overwhelmed by a combination of the Zecora robot's debilitating mists, the Fluttershy robot's paralyzing Stare, the Trixie robot's illusions, and the Twilight robot's tremendous magical power. The last thing she had seen before falling unconscious...

...was Slendermane.

The thought galvanized her, clearing her head of everything. _Slendermane... _she thought with growing fury.

And even as the thought passed through her head, something else came back as well.

_FORGIVE US! s_aid the voices of the shadows that empowered her.

_ Forgive us! We could not reach you!_

_ The magic of the tree was blocking us from speaking with you!_

_Tree? _Celestia thought as she pulled herself upright, slowly regaining her magical strength. She barely noticed as George and Mary Jane freed her of the straight jacket keeping her bound.

_A darkness greater than ours, my lady. A Doomtree_, explained the shadows. Celestia gasped softly, understanding immediately.

_Everypony here is trapped by it, save for the mercenaries. _

_ They are in the process of saving you. Forgive us, but you cannot fully access your strength while inside the tree._

_ Rely on them. And once you are free, we will help you CRUSH those responsible. _

"I see..." Celestia said aloud. She turned to George and Mary Jane. "You two. You are constructs of the tree, same as the guards."

George nodded. "Yes. We were made to love Applejack and her family, to be kin to them," he said.

Mary Jane chuckled. "And Apples don't abandon their family when in need. Even fake Apples," she said, smiling sadly.

Celestia nodded. She stood up, feeling a pulsing in her forehead as her horn grew out. She felt her wings flapping, tearing through the back of her uniform. Her eyes glowed with renewed magical power as she grit her teeth in fury.

"I am sick... and tired... of MONSTERS coming to exploit my little ponies..." she proclaimed. "I am TIRED OF IT!" She let out a powerful magical scream, George and Mary Jane wincing and covering their ears as they were battered by the force of the scream.

The doors of each cell shattered from the force of Celestia's roar, the magical energies seeping into the minds of each trapped patient... the illusions holding them shattering as well. Real memories flooded each pony-turned-human as they remembered everything, their lives coming back to them in a rush, all the way up to the moment of their kidnapping. Wings and horns appeared again as the transformed ponies began to laugh in relief.

Celestia stepped out of the cell, her hair having turned from blonde back into its colorful waving corona. One by one, the ponies-turned-humans stepped out of their cells, hugging each other.

"Welcome back t'_real _sanity, everypony," Engineer said, grinning as his Sentry turret continued to fire at guards that tried to get into the hallway. George and Mary-Jane just stayed back away from the others, trying not to look at Apple Bloom, Applejack, Big Macintosh, and Granny Smith, who were giving them confused looks.

Gem grinned, her miniguns retracting temporarily as she hugged the Cutie Mark Crusaders, gathering them into her arms.

"It's so good to see you all safe and sound!" she said, her voice holding a mechanical chirp to it.

"G-Gem?" Scootaloo said, confused.

"You can talk!?" Apple Bloom asked, baffled.

Gem giggled, nodding. "In this world I can," she said.

Sweetie Belle hesitated, picking at her lavender curls. "If..." she said hesitantly, "...if this world isn't real... does that mean the things they told us weren't real either?"

"All fake, lassie," Demoman said with a grin as he reloaded his grenade launcher. "Yuir folks are alive."

Rarity and Sweetie Belle laughed in relief, hugging each other. Mrs. Cake came up to him, a hopeful smile on her face. "And... and my children?"

"Rarity and Twilight's folks are taking care of them," Demoman said, smiling when Mr. and Mrs. Cake hugged each other in relief. "The changelings we had with us in Everfree have disguised themselves as all of ye royals so as not te disturb the public too much. They've agreed te step down when we get ye back.

"Threatening them with Pyro helped," Soldier muttered under his breath, smirking.

Scout snickered, and added, "We got Mare-Do-Well taking care of the sun and moon, too."

Luna looked alarmed. "She is not a true alicorn, though. E'en with Twilight's tremendous power as a unicorn and Pinkie Pie's probability altering talents..."

"Which is kinda why we need te rush this," Demoman said, grinning weakly. "She managed the cycle once, but it nearly killed her te do it."

"We must hurry, then," Celestia said calmly as the guards gathered around her and her sister. She turned to Luna, running a hand through her starry mane. "You are well, my sister?"

Luna smiled warmly. "As well as can be expected," she said, chuckling weakly.

Celestia hugged her. "This will not happen again, I swear it..." she said, turning to Twilight, who ran up to her and hugged her.

"Princess..." she said softly. "What's going on? What happened?"

"A Doomtree," Celestia said simply. Twilight grimaced, recognizing the term from her studies.

Luna paled. "Gugh... Those foul things still exist?!" she said.

Celestia scowled. "Apparently we missed some..." she muttered.

Harbinger and Barricade traded worried looks. "Forgive us, but..." Barricade said. "What is a Doomtree?"

Celestia shook her head. "Time enough for that later," she said. "First, we must prepare to do battle."

"Why?" Rainbow Dash said, she and the other pegasi having taken to the air, grateful to have wings and fly again. "Can't we just, y'know, get out of here? Maybe the same way the BLUs do?" 

Engineer shook his head. "Won't work," he said. "We're mechanically hooked up to the tree and can leave anytime. The rest of you are attached to it organically."

Luna nodded, clenching her fist as dark energy swirled around it and her horn. "Indeed. We must defeat the central intelligence of the tree, most likely Dr. Adrian, make it NOT want to keep us in here," she said. "If we cannot..."

"We'll beat it," said Trixie, startling everypony. The crowd turned to her as Trixie's horn glowed, manifesting her trademark cape and hat. "We've come this far, and we're not about to be bested by some overblown piece of demonic shrubbery! We'll escape this place, and make it REGRET the day it every decided to hold us prisoner!"

The crowd cheered at Trixie's proclamation. Spy and Engineer quickly discussed something with each other, and then nodded. "Trixie, since you've gotten everyone in high spirits," Engineer said, "You and Pyro will take point."

A royal guard stepped forward, the human having long brown hair. "All well and good," he said. "But HOW do we defeat it?"

Sniper came up to him. "What's your name, mate?"

"Trick Shot," he said, saluting. "Archery division."

Sniper gestured, manifesting a fortified compound bow and a quiver of arrows. "This is how," he said, handing Trick Shot the bow and arrows.

"We're gonna lead you the mess hall and force the confrontation to take place there," Engineer explained. "This place is controlled by thoughts so we can manifest dang near anythin' we like. We'll give each of you weapons, and..."

Trick Shot suddenly raised his bow, notched an arrow, and fired it. The shot skidded off the ground, curving upwards and into the crotch of an approaching guard. The others turned, the males who saw it wincing as the guard fell, clutching the arrow in his crotch and dissolving into a pile of roots and branches before vanishing.

Sniper stared at Trick Shot a moment, Barricade coming over and patting the archer on the shoulder. "Trick Shot indeed," Sniper said, amused. "All right, we'll save the explanations for when we're set up. Let's move, everypony!"

"Foals in the center!" Barricade ordered, taking to the air and snapping the neck of a guard that tried to dive on them from above. "Wonderbolts and any pegasi willing to fight, stay in formation above them!"

"Unicorns take the flanks!" Shining Armor shouted, his horn glowing as he generated a forcefield that swept aside several orderies. "Anything you see that looks like a guard or an orderly, BLAST IT TO SPLINTERS!"

"Princesses, Queen Chrysalis, I want you in the center with the foals," Harbinger said to Cadence, Celestia, Luna, Chrysalis, and Twilight as the others took their positions.

"I cannot simply..." Luna started to say.

Harbinger shook his head. "Priority one now is getting everypony to a more defensible location," he said. "You five are too important to take risks on." There was a faint note of pleading in his voice.

"But..." Cadence started.

"Cady, honey, please," Shining Armor said. "We're too vulnerable here."

"I hate to admit it, but he's right," Chrysalis said, scowling in frustration. "This is simply good strategy."

"I don't like the idea of others risking themselves to protect me..." Twilight said softly.

Trixie scoffed. "It is no risk with the Great and Powerful TRIXIE in the lead!" she said.

"Yes, and we all feel so much more confident because of that," Rainbow Dash said sarcastically, rolling her eyes.

"Well, you should!" Trixie cackled, ignoring the sarcasm.

"Enough talk, please halt the fun," Zecora said, glancing around nervously. "Now I think we need to run!"

"She's right," Soldier barked, blasting a charging pair of guards to splinters. "Let's MOVE OUT, MAGGOTS!"

The gathered ponies began to move out of the hall, heading towards the mess hall. As they ran, Big Macintosh carrying Granny Smith as they did, he, Apple Bloom, and Applejack turned to George and Mary Jane.

"What... what exactly are you?" Applejack asked, frowning.

"Illusions..." George said, smiling weakly. "Phantasms created from memories of your real parents created for one purpose – to act as an incentive for you to stay here in the illusion."

A sad but defiant grin was on Mary Jane's face. "The thing is, we never had loyalty to the tree put into us. Every one of us was created for a specific job and JUST THAT. We were just made t'be your folks. We may not be real, but in our own way we're still Apples. And Apples always help their kin."

Granny Smith chuckled softly. "Well heck," she said. "Y'all sound just like their real maw and paw."

Apple Bloom blinked, surprised. She had been too young to know her parents, both of them having died shortly after she was born. Big Macintosh just grunted, his expression unreadable. And Applejack... she just shook her head, unable to think of a proper way to react to the two phantasms.

"I don't like this..." Spy commented as he shot an orderly in the head. "This is too easy..."

Sniper nodded. "The guards have been coming sporadically, in bits and pieces. He could overwhelm us easily, but he's just sending little units after us," he said. He and Trick Shot both took aim at a pair of guards in a higher rafter, nailing them both in the head. Sniper growled. "He's testing us..."

As they reached the mess hall, Soldier rocket-jumped ahead, shooting a barrage of rockets down on some charging guards and clearing a space in the center of the room, where everypony began to gather. Engineer set down his sentry turret, and gestured, a large, heavy bag appearing in his hands.

"Everypony reach inside here," he said. "Quickly! It'll produce a weapon we've used in the past, or a weapon our counterparts have gained recently. We'll explain how it works as you go."

As the gathered ponies picked out weapons, Twilight came up to Trixie, the latter wielding a flamethrower, Twilight herself having pulled out a Kritzkrieg, the weapon resembling a modified version of Medic's medigun. Around them, the transformed ponies armed themselves, the mercenaries explaining the mechanics of each weapon. Some pulled out PDAs, Engineer guiding them in setting up Sentries and Dispensers.

"Trixie..." Twilight said softly. "Did you know all this was an illusion already? Is that why Dr. Adrian kept you from us?"

Trixie nodded, smirking. "Illusions and sleight-of-hoof are my talents, oh Pretty Pretty Princess," she said, testing the flamethrowers airblast function. She turned briefly, seeing one of many dispensers and sentries being set up behind her. "It takes a lot to fool me. And on top of that, for the past few days I've been living with nightmares of being lost in space on an isolated hell for hundreds of years, of having machine parts grow out of me. In VERY painful fashion, mind you." She shook her head, smirking. "I think I can tell by this point when a memory I have is fake."

Pyro hugged her. "Never thought you'd be glad to have absorbed all those horrible memories, huh?" she asked softly.

"Indeed. Although all things considered, I could do withouAAAIGGH!" Trixie shrieked, suddenly collapsing and clutching her head.

"Trixie!?" Twilight shouted.

Trixie, screaming in agony, fell to her knees, dropping her weapon. The ground around her turned to reddish sand as mechanical wings sprouted from her back. She whimpered, curling up into a fetal position, tears flowing down her face as Pyro hugged the magician to her tightly.

"You should not have done that, Miss Lulamoon," said a thundering voice.

Everypony looked up. Large television monitors that hadn't been there before now adored the rafters, Dr. Adrian's frowning face on each of them.

"You should not have opposed me," Dr. Adrian said. "I would have made your deaths easy. Painless. I get more food in a single sitting than I ever have before, and you all die peacefully. Win win all around." His eyes narrowed. "But since you decided to oppose me, I'm afraid I'll have to make you pay for it. And since you were so kind to bring up those memories you had inserted into you, I think making you relive them will be an excellent lesson."

Princess Celestia glared at the monitors. "You won't hold us, Doomtree!" she proclaimed, hefting the heavy brass minigun she had pulled out of the weapons pouch. "We WILL make you let us go!"

Dr. Adrian laughed. "Dear me, Princess," he said. "How foolish do you think I am? I've never been this well fed in my life! In addition, I've never had the pleasure of eating alicorn before! Such delicacies you are, how delectable your blood is..." He grinned savagely, his teeth turning to razor sharp points. "I'd be an idiot to let such a treat go!"

"What are you up to, ye bastard?! Why let us get here?" Demoman shouted, voicing the concerns of the other BLUs. This had been too easy so far...

Dr. Adrian grinned wickedly. "I wanted you here. It'll be easier to overwhelm you all at once like this. I don't know what those toys you're using are, but even they cannot stand against an onslaught of monsters!"

"What are you doing to Trixie?!" Pyro demanded, cybernetics slowly spreading over the illusionist's body

Dr. Adrian smirked. "She possesses some of the most traumatic memories I've ever felt in my life," he said. "I'm simply making her relive them. Somehow she could tell that my little pacification fantasy was just that – a fantasy. And she tried to RUIN IT."

"Hurts... so cold..." Trixie shivered, her eyes melting and rehardening into LED lights. Pyro clutched her tightly, growling up at the image of Dr. Adrian, who just laughed. "Help me..." Trixie pleaded, shivering in Pyro's arms.

"MAGGOT!" Soldier snarled. "Leave her alone and let everyone go, or so help me I'll reduce you to a CAMPFIRE!"

"With what? Your little toy thingies? Whatever the blazes they are." Dr. Adrian said, missing the smiles that crossed the faces of the BLUs.

_Second time he's said it... He really DOESN'T know what our weapons are..._ they thought as one.

"You're all fools," Dr. Adrian said. "Back to your cells, little treats. I'm not done FEEDING off of you yet!"

Inhuman screams came from the halls surrounding the mess hall, glowing eyes appearing in the darkness. Rapid footsteps started coming towards them, the glowing eyes getting closer.

"Stand together!" Soldier called out to the rocket launcher using soldiers. "Rocketeers, fire in waves! Once you empty your clip, step back to reload and let another wave forward!"

"Keep yuir minefields active!" Demoman called out to the ponies that had stickybomb launchers. "Keep the field around us coated in explosives!"

"Stand near Dispensers! Keep firing, no matter what!" Heavy roared to the minigun users.

"Rifle users and archers remember! Head shots for maximum damage!" Sniper shouted.

"No gun twirling heroics, pistol and revolver users!" Spy shouted. "Just shoot anything zat isn't one of us!"

"Foals keep to the center! Anyone with a wrench maintain t'Sentries and Dispensers! They're too important to the defense!" Engineer shouted.

"Healers, use your syringe guns only if ze monsters get close!" Medic shouted. "Use Ubercharges IMMEDIATELY! Focus on keeping everypony alive!"

"Let's take 'em out!" Scout shouted, grinning wildly. "Show 'em what it means to take us on!"

"Now and forever!" Pyro shouted, the rest of the BLU team joining in the battlecry. "_**BLU STANDS UNITED!**_"

The first of the monsters charged out of the shadows. It was the orderlies and guards, but they had become animalistic, their hands thickening into long, ragged claws, their limbs longer. Their mouths were filled with razor sharp, slavering teeth as they lunged...

...only for the first wave to be obliterated when the stickybombs they passed over detonated, reducing them to splinters of wood. Rockets, bullets, shotgun pellets, lasers, syringes, and arrows flew as the gathered transformed ponies cut loose with their weapons. Explosions rocked the halls as monsters howled and roared, charging into the fusillade. And as monsters died, the ponies, especially the beleaguered citizens of Ponyville, began to feel truly good about themselves for the first time since this whole mess started.

Trick Shot smirked, putting an arrow into the head of an orderly monster as it charged the ring. "Okay..." he said. "Definitely liking this bow."

Sniper snickered, taking out a pair of guard monsters by shooting them in the throat. "After this is over, mate, I'll teach you how to make it in real life."

Heavy, his minigun spraying bullets everywhere, hummed an old Russian working song. Beside him, a quartet of Sentries and Mini-Sentries whirled back and forth, shooting at anything that got close to them.

"HAH!" Heavy cackled as his bullets tore apart a group of guards that managed to dodge their way through the minefields. "Tiny baby monsters are no matched for well-armed ponies!"

"It's lookin' like it," Barricade said from above him. She wielded the heaviest of the miniguns, the Brass Beast, as if it weighed no more than a pistol, the massive pegasus grinning savagely as she forced a group of orderly monsters into the path of a quintet of rockets.

"You are enjoying this far more than what is healthy," Dr. Care said, keeping his Quick Fix medigun trained on Barricade's back.

Barricade grinned. "Ah, c'mon TL!" she chided. "They aren't even real! Can't a mare have some violent fun when she wants to?!"

Dr. Care, chuckling, just shook his head, glancing over to Fluttershy, who was also using a Quick Fix. She was running from pony to pony, healing them whenever she saw someone get hurt by a stray claw swipe or by shrapnel from an explosion. He couldn't help but be proud of his little girl as she worked to help her fellow ponies.

"Bang bang party!" Pinkie Pie cheered, wielding duel pistols and firing away at the monsters.

"And then there's her friends..." Dr. Care muttered.

Barricade snickered. "Oh relax," she said. "They've done a lot of good for her."

"I know, I know..." Dr. Care said, focusing back on the monsters in front of them.

Scout grinned, turning to Pinkie. "You holdin' up there, Pinks?" he asked, pulling out his scattergun to blast a guard monster that had somehow gotten in close.

"It's awesome because they aren't real people so I don't have to feel bad about shooting them!" Pinkie Pie said, giggling madly. "This'll show you meanie-pants that you can't make ponies believe lies!""

Scout nodded, smirking. _Good, this isn't bringing back memories of her nightmare, _he thought. He started to say something when Gem spoke up.

"FLIERS INBOUND," the crystalline automaton intoned in an amplified voice. Everyone looked up, seeing flying versions of the monsters

"Barricade, coordinate anti-air! Shining Armor, one way shield, make it so we can shoot out but they can't get in!" Harbinger barked, firing his rocket launcher up at the flying monstrosities.

"You heard him! All pegasi in the air, focus on the fliers!" Barricade shouted even as Shining Armor crouched to concentrate, his horn glowing as a massive pink barrier formed over the gathering of captive ponies. The monsters began bouncing off of the dome as a little wall of gunfire shot out from behind it, lasers, syringes, rockets, bullets, arrows, shotgun pellets, and grenades shooting out, flames incinerating the few who got close.

Dr. Adrian watched this defense, his confident smirk dissolving as his armada of monsters was dispatched with distressing ease. Wave after wave of monsters came, increasing in hideousness and strength, only to get cut down by the BLU-led ponies.

He scowled. This was getting nowhere. "ENOUGH!" he bellowed.

The monsters vanished. For a long moment, the gathered ponies stared at the suddenly empty mess hall, and began to cheer, thinking that they'd won.

"It's not over yet, laddies," Demoman warned, looking at the monitors.

"Dr. Adrian's still active!" Mary Jane warned. "We..."

"OH, _SHUT UP!_" Dr. Adrian snarled. A magical blast erupted in the center of the gathered ponies, scattering their formation completely. Weapons fell apart under the force of the shockwave, Shining Armor's shield shattering like glass as his concentration was disrupted. Every pony landed roughly, slamming into the walls of the mess hall and landing in a heap, groaning in pain as they struggled to recover. Only the hardiest ponies, such as Big Macintosh, Bulk Biceps, Heavy, Barricade, and the Princesses and Chrysalis were able to stand up, the rest too weakened by the blast to stand.

Dr. Adrian appeared in the center of the explosion, his hands wrapped tightly around George and Mary Jane's throats. "This is what I get for allowing my constructs autonomy," he said.

"You never made us loyal," George said, grinning despite his situation.

"You made us Apples!" Mary Jane said. "And Apples don't let their own stay in a bad situation!"

"You tell 'em, ma!" Apple Bloom said, picking herself up with Diamond Tiara's help. The other Apple family members, scattered around the room by the blast, just watched as a slow smile spread over Dr. Adrian's face. A swirl of dark fire appeared behind him, a massive, tiger, dragon, goat, and snake-headed chimera appearing.

One that was all too familiar to Applejack, Big Macintosh, and Granny Smith.

"Oh no..." Granny Smith said softly. "Not again..." 

Dr. Adrian grinned savagely, another swirl of dark fire turning George and Mary Jane into ponies. Almost casually he threw them to the chimera, who viciously tore the two false Apples apart, perfectly mirroring the way the real versions of them died.

Big Macintosh screamed, trying to run in to help, Bulk Biceps barely able to hold the grieving stallion back. Granny Smith just looked away, tears streaming down her face, as Applejack helplessly watched the worst moment of her life replay itself.

And Apple Bloom...

"Mama...?" she said softly, tears flowing down her face. "Daddy?" She just stared at the scene, in shock, unable to move. Diamond Tiara, grimacing, hugged her. She hadn't known what happened to her former rival's parents, and was silently glad that she found out after she'd made a resolution to be a better pony...

"YE DAMNED BASTARD!" Demoman roared, staggering to his feet. "HOW DARE YE?! HOW DARE YE MAKE THEM LIVE THAT AGAIN!?" Because he had shared Applejack's mind, he shared her memories as well. He knew this scene, and could understand the pain the Apples were going through now.

Dr. Adrian shrugged. "Do you think that matters to me?" he said, scowling. "Do you think ANY of the paltry, petty memories you ponies have matter to me at ALL?!" He snarled. "ALL I care about is that you ponies are my FOOD! And I won't have my food FIGHTING BACK!"

He stepped forward, everypony flinching away from him. "I'm done toying with you," he said, his body starting to bulge, as if something serpentine was slithering around inside of him. "I'm not about to give up the biggest meal I've ever had in my life. I was perfectly willing to keep your minds in a peaceful dream, but you've all proven far too troublesome."

A sickening ripping sound came from Dr. Adrian, bloody tears appearing in his flesh. "So now..." he said, his skin falling off of his face as it tore open, "I'm afraid you're all going to die screaming."

Sickening sounds came from Dr. Adrian's body as his body split open. Flesh tore off of him in bloody strips, revealing wooden flesh underneath. His jaws warped and distended, becoming full of sharp, razor-pointed splinters as his eyes dissolved into white sludge that oozed down his face like tears. Hands and feet became massive claws, spiked wooden tentacles growing out of his body and lashing around. Acidic purple saliva dripped from his jaws as he grew to massive size, towering over everypony there.

The crowd screamed, trying to flee the creature, but all the doors to the mess hall suddenly closed up and sealed, not breaking despite the efforts of even the strongest of them. The chimera monster was cut apart in one swipe, dissolving into wood shards as Dr. Adrian stomped around the room, the tree monster seemingly invincible. A few unicorns tried to fire magic at it, but their powers were still weakened by the asylum's very nature. The pegasi and Earth ponies had no luck either, lacking weather to control or the earth to tap into.

"You cannot defeat me!" Dr. Adrian shouted, laughing hideously. "This is MY world! MY mind! You're all destined to be nothing more than my food! YOU HAVE NO HOPE!"

"Well, that's where... ngh... we're going to have to disagree," said an electronically modulated voice.

Everypony turned, seeing Trixie struggling to her feet. The field of red sand around her had grown, and her body was almost completely mechanical, blood oozing from the places the machinery was growing out of. Tears flowed from her glowing LED lights as she forced a smirk onto her face.

Engineer could only stare at her. _Is... is that what happened to me? _

Pyro tried to pull her back, having kept her out of the fight all this time. "Trixie..."

"It's all right, Pyro," Trixie said, grimacing as the skin on her hands started to harden, segmenting into taloned claws. "I'm GGNGG..." Her jaw started to turn sideways, becoming a Vagineer jaw, a sickening crack coming from her as her face tried to rearrange itself. She quickly reached up and grabbed her jaw, forcefully wrenching it back into place with an equally sickening squelch. She stood there for a moment, shivering in pain, holding her hands to her jaw

"How...?" Dr. Adrian said, the massive tree monster staring at her in shock. "Those memories... even I think they're horrific! And the double transformation... HOW ARE YOU STILL STANDING!?"

Trixie slowly brought her hands away from her jaw, grinning savagely. "Trixie... is stronger than you know... Trixie... is GREAT and POWERFUL!" she intoned, barely noticing everypony staring at her in awe. "And besides... Trixie can deal with these memories... Because they are NOT MINE!"

Dr. Adrian's jaw dropped. "What... What are you babbling about!?"

Trixie laughed, trailing off into a pained moan as more wires burst from her skin a cloud of blood. "Trixie took the bitter memories of another into herself, so that he wouldn't have to suffer... THAT is why I can stand. Because these memories, while agonizing beyond belief... are not mine! And what's more..." she said, spreading her mechanical wings, "...even with these memories, there is hope at the end of them. Because at the end of this horror, there is redemption. Reunion, with friends and family! There is HOPE!"

Dr. Adrian roared at her in frustration. "Hope?! How can you have hope living through all of that!? Through BOTH of those horrors, the mine and deep space?!" he snarled. "You're insane!"

Pyro, a look of revelation coming over her, suddenly began to giggle. She stood up, smiling ferally. "Hope? 'Hoping' makes my partner insane? Well, that just works out fine, now don't it? 'Cause I'm batshit crazy too."

Trixie and Pyro traded amused looks. "So long as the fire of life burns in our hearts, then hope will never die," they chorused, light emanating from the two of them. Dr. Adrian, realizing he had waited too long, tried to charge, but the light became even more intense, burning his eyes and forcing him back.

"LET THAT FIRE OF LIFE BECOME AN INFERNO!" Pyro and Trixie chorused, power literally exploding from them, sending the giant form of Dr. Adrian crashing through the wall of the asylum and into the grounds, his body digging a channel in the dirt. The gathered ponies, however, did not feel the shockwave. Instead, they felt magical healing wash over them, bruises and cuts healing in the radiant glow.

The last thing they saw before the light became blinding was the metal on Trixie's body dissolving as if it was never there, the Element of Hope necklaces appearing around Trixie and Pyro's necks...

Dr. Adrian, meanwhile, was cursing himself. He hesitated too long, he should have attacked... Bah. Recriminations later. He'd let himself become too wrapped up in the 'human asylum' scenario the strange alicorn and his machines gave him, but now back to basics. He'd use the horrors of his mindscape to torment and torture and what the fuck was that!?

In the hole his body had made stood a gorgeous woman with an hourglass figure. She wore a form-fitting version of Pyro's firesuit, designed to look like a black corset around her waist, the suit accentuating her ample curves. On a bandolier, a trio of bongo drums wrested, a bubble gun holstered at her hip. Behind her back was a baby blue gun that looked like it shot fireworks, and a massive lollipop, both of them holstered behind a gold and blue orchestrina backpack, a jaunty melody coming from the orchestrina's horn. Her face, framed by elegant silver locks of hair, was covered by a gas mask that covered her nose and mouth, leaving her sparkling eyes bare. A blue wizard's hat was on her head, and in her hands was a bizarre... rifle-thing that looked like a triple-barreled trumpet attached to a perfume bottle, for lack of a better description.

This new creature giggled. "Behold! The advent of your end is here, you EVIL EVIL MAN! For I am the Great and Powerful TRIXYRO! Let the fun begin!"

Before Dr. Adrian could even process what he was seeing, Trixyro leaped out of the hole and pointed her weapon towards the ground. Sparkles, bubbles, and rainbows literally gushed out of the barrels of the weapon as the pressure of it slowed her descent. And as she descended, the rainbows rapidly washed over the landscape, turning the dismal grasses and gray structures colorful. The clouds turned into balloon animals, and the sun became a cheerful cartoon. Candy began growing out of the ground, butterflies with buttered toast for wings appearing, glasses with beaks and legs wandering around, cheerful music filling the air, other assorted creatures of varying degrees of adorable appearing as the colorful landscape completely overwhelmed the asylum.

"_Do you believe in magic?_

_ In a young girl's heart_

_ How the music can free her_

_ Whenever it starts_

_ And it's magic!_

_ If it makes you feel groovy_

_ It makes you feel happy like an old time movie!" _

Inside the asylum, everything changed, colorful paint adorning the walls, tables filled with cupcakes (which the foals eagerly went after) taking the place of the rubble. The very air felt like sugar, a sense of good cheer and happiness pervading everything. On the floor beneath them, visible through holds in the floor created by Dr. Adrian's stomps, a large crowd of BLU clones, all wearing party hats, were conga-dancing around in random directions, all with merry expressions on their faces, while RED cherubs, all making baby noises and wearing diapers, those with grenade bandoliers having baby bottles instead, flitted around the room.

The adults all stared at the BLUs, visibly confused. The BLUs were no better off, and Gem could swear that her sensors were starting to fray from trying to process this place.

Engineer was the first one who came up with an explanation. "Ah think... Ah think we're actually IN Pyroland!"

As if in confirmation, a blue unicorn balloon floated up to the group. "Yeah, y'are," the balloon said, startling everypony. "Heh, sorry about that! The name's Balloonicorn. Pleasure t'meet you!"

"...Is this what Pyro sees and feels all the time?" Scout asked, disturbed by this cutesy mess and the RED Scout cherub gurgling happily as it plucked cookies off of a bush that had grown nearby.

Balloonicorn nodded. "Yup!" he said. "A bit different than what the Pyrovision Goggles showed ya, huh?" He giggled. "Now shaddup, and let's watch the girls own this fool!"

Dr. Adrian looked around frantically, confused beyond all belief. "But... wait..." he stammered. "This is MY mind! MY illusion!"

"Not no more it's not!" Trixyro giggled, pulling out the bubble gun and shooting a large bubble at Dr. Adrian. "C'mon, play with me!"

Before Dr. Adrian could react, the bubble absorbed him, trapping him inside. He floated into the air, the bubble popping and dropping the tree monster roughly onto the ground. He picked himself up with a growl. "Damn you..."

Trixyro giggled, pulling out her fireworks shotgun, spraying colorful blasts of fire at Dr. Adrian, the monster's massive size making him an easy target for the flaming colorful pellets. He roared fiercely, backing away as the colorful pellets exploded against him, the madwoman attacking him laughing all the while.

"STOP IT!" he roared, suddenly slamming his massive fist down. Trixyro dodged the clumsy attack easily, pulling out her rainbow thrower and blasting colorful sparkles, bubbles, and rainbows all over Dr. Adrian's fist. The tree monster quickly drew his hand back as colorful mushrooms, small chipmunks, bushes filled with wrapped candies, and flowers grew all over his hand, slowly spreading up his arm.

Frantically, he brushed off the offending cuteness. "Stop it stop it STOP IT! Food shouldn't fight back this hard!"

Trixyro giggled, posing with her fingers over her eye in a V-shape. "Super Magical Girl Pretty Pony Kawaii Desu Heroine Trixyro isn't about to be eaten by the likes of you!" she declared. "In the name of the voices in my head that tell me to burn things and my desire for hot farmboy and/or drawly-voiced supergenius technician sex, I will punish you!"

Big Macintosh and Engineer both blushed, smiling despite themselves. Applejack shook her head. "Ah still don't know what you see in her..."

"An asylum is a perfect place for you!" Dr. Adrian bellowed in frustration. Nopony he'd ever fed on had been this difficult to control before! "You're insane!"

"Yeah," Trixyro conceded, laughing. "Ain't it cool?" She fired up her rainbow thrower, waving it about in front of her. From the rainbow magic emerged two massive creatures, covered in spikes, tentacles, and green, tumorous growths, each sporting massive jaws filled with teeth.

Both creatures were also giant loaves of bread.

Demoman just stared. After a long moment, he pulled a flask out of one of his pockets and poured it out, tossing the flask away.

"Da HELL IS THIS CRAP!?" Scout shouted. "Giant bread monsters now?!"

Balloonicorn giggled, bouncing up and down on Heavy's head, ignoring the bruiser's attempt to swat him away. "Long story involving bread, teleporters, and the RED version of you going on a date with Ms. Pauling. Sort of."

"Wait, he got a date with Ms. Pauling and I DIDN'T!?" Scout said, incredulous.

Pinkie Pie nudged him playfully. Spy smirked. "You already have a girlfriend," he teased. "You shouldn't be complaining."

Scout blushed, Pinkie Pie giggling and hugging him.

Celestia stared at the bread monsters for a long moment. She blinked, and then 'ah'd, snapping her fingers. "The self-aware beauty mark phenomenon, yes?"

Balloonicorn paused in his bouncing, visibly surprised. Luna nodded, understanding. "Okay, that makes sense," she said.

"How?" Twilight asked, visibly baffled.

"Stale bread that's near its expiration date sometimes develops the aforementioned self-aware beauty mark. It's harmless normally, has no intelligence beyond its awareness, and completely edible, but if repeatedly exposed to the energies of teleportation... well, that..." Luna said, smirking and gesturing to the bread monsters who were now chewing on a raging Dr. Adrian.

"There's a reason Luna and I made teleporting bread illegal over a millennium ago, Twilight," Celestia said, smiling warmly.

Twilight just grumbled. "I hate it when nonsense laws make sense..." she muttered.

Celestia just grinned, hugging her.

Engineer shook his head, rubbing his temples to try and clear away the logic headache that was building...

Dr. Adrian, meanwhile, was more frustrated than he had ever been in his life. The Doomtree had NEVER encountered prey that fought back this hard before. He'd NEVER had prey subvert his mental traps before! Trixyro was literally dancing around him, making cute things grow out of his body with her rainbow thrower. Meanwhile, he was forced to defend himself from two giant loaves of bread, their teeth and tentacles sending wood shards flying off of him with every blow.

He held his arms over his face, the two bread monsters digging their teeth into his wooden body. They slammed their tentacles into his body over and over, crushing pain coming with each blow. And on top of that, he could feel things growing out of his legs, his lower body starting to feel like it was made of sugar, an unpleasant tingling going through him.

It was too much.

"ENOOOOOOUUUUGGGH!" he bellowed, his tree monster form exploding in a cloud of shards that pushed the two bread monsters back. They charged forward, still intent to fight, but Trixyro held up a hand, stopping them.

Dr. Adrian had reverted back to human form again. He lay on the ground, a defeated look on his face.

Trixyro sat down next to him, cross-legged. She giggled, putting her head in her hands. "Do you give up?" she asked.

Dr. Adrian sighed. "Yes," he muttered. "I don't need the indigestion. Create a door and let yourselves out. Once you're back in your own bodies, the tentacles I'm using to feed off of you lot can just be yanked out." He shook his head, slowly sinking into the dirt beneath him. "I'm done. I quit..."

Trixyro giggled and leaped to her feet. Balloonicorn, growing to a rideable size, flew over to her, Trixyro hopping on his back and riding back into the asylum.

"Okay!" Scout said. "That was... freakin' bizarre..."

Trixyro giggled, standing up on Balloonicorn's back and taking her V-over-one-eye pose again. "Another victory for the Great and Powerful TRIXYRO!" she cheered, hopping off of Balloonicorn's back, the balloon unicorn shrinking back to normal and hovering around her head.

"Sweet work, Trixyro!" Balloonicorn said. "Guess adding Trixie to Pyro made you into something of a showboater, huh?"

"Oh hohohohoho!" Trixyro laughed, several of the ponies around her cringing. "He stood no chance against the lively inferno of TRIXYRO!"

"Can we go home now?" Granny Smith said. "Ah got a bad feelin' mah hip's gonna be hurtin' awful bad once we get outta here..."

"Ah know mah head's hurtin,'" Applejack muttered, sighing, still thinking about the constructs of her parents.

Spy nodded. "Very well," he said. He held out his hand, a door appearing in midair. "Fillies and gentlecolts, step right through this door and..."

"Boring!" Trixyro said, kicking the door out of the hole, where it landed several feet away. She then leaped up into the air, punching the ceiling and shouting "SHORYUKEN!"

Everypony staggered as the building suddenly grew several stories taller. Trixyro landed easily, and fired up her rainbow thrower, a massive slide emerging from the rainbow cloud and forming from the opening in the wall down to the door, which turned into a colorful, cheerful-looking gateway. Trixyro, giggling, immediately leaped onto the slide, sliding down face first into the gateway, disappearing in a flash.

Pinkie Pie and Scout were both shaking fit to burst. "SUPER FUN SLIIIIDE!" they cheered, leaping on the slide right afterward.

"WHEEEE-HEE-HEE!" Pinkie Pie cheered as she slid down, Scout laughing as he came right behind her. The foals, both excited that they had a way out and excited because SUPER FUN SLIDE, all jumped on afterward. Engineer, his eye twitching beneath his goggles, as he watched Gem slide down with the other Cutie Mark Crusaders, threw up his hands in defeat.

"Aw, SCREW IT!" he said, dismissing logic entirely and jumping on the slide. "YEE-HAW!"

Engineer slid down, vanishing in a flash as he hit the gateway. The remaining BLUs all looked at each other, shrugged, and leaped onto the slide as well. Deciding to just roll with it, the rest of the ponies-turned-human began to follow as well.

Twilight, Luna, and Celestia were among the last to leave, each one making sure the others left safely. Balloonicorn floated nearby, chuckling. "Guess I'll see you all on the flipside, then," he said, flying off.

Twilight hugged her mentor. "We're really getting out of here..." she said softly.

Celestia smiled, hugging her and Luna. "This particular nightmare is over," she said.

_And we shall find the one responsible for it, _said the shadows.

_We shall make them SUFFER. _

"Indeed," Celestia said, her eyes narrowing briefly. "Well, shall we be off? This place is cheerful, but all things considered, I'd rather be back in reality."

"Most definitely, sister," Luna said, gesturing to the slide, the three of them the last do go down. "Shall we?"

As one, the three alicorns-turned-human slid down the slide, disappearing into the light, Twilight the very last to go through. As she went into the gate, light overwhelmed her...

...and as the light faded, so came new sensations. She could feel her old pony body again, but there was now a stabbing pain in her back, thick tentacles wrapped around her limbs to keep them immobilized. Including a tentacle around her neck.

Twilight reflexively struggled, the tentacles having gone slack and allowing her to free herself. Her horn flared, and she gripped the tentacle in her back, slowly, painfully pulling it out, the sensation like a knife being removed.

She felt the familiar tingle of Medic's medibeam washing over her. "Easy, Fraulein..." said Medic, smiling pleasantly as he helped Twilight out of the tendrils. "You vill be slightly dizzy for a while, as well as anemic. Ze creature vas feeding off of your blood..."

Twilight nodded, wincing as she pulled the feeding spike out of her back, letting it drop away. She looked around, seeing the BLUs, Prince Blueblood, the Doctor, Minuette, and Orion all helping the various injured ponies, bandaging the wounds on their back where the feeding spikes had been attached.

She took uncomfortable note on how similar the injuries looked to Slendermane's Cutie Mark.

"Good to see you up and about, rival," rasped a voice from nearby. Twilight turned, and eeped. Trixyro, the REAL Trixyro, stood next to her, casually leaning up against the defeated tree.

She was shorter in real life, her suit no longer form-fitting and lacking the corset-like center around her midriff. Instead of a colorful orchestrina and bongo drums, she had an oxygen tank and a trio of napalm bombs on her chest. Sheathed behind the oxygen tank were a bloodied fire axe and a shotgun, a flaregun holstered at her hips. She was chubby, and her face was badly burned, leaving only wisps of silver hair.

Trixyro chuckled, the sound demented. "Not exactly spectacular to look at, I admit," she rasped in her mannish voice, "but still the same Great and Powerful Trixyro you saw in the tree's mindscape."

Celestia, staggering a little from her blood loss, came up to her. "Your flamethrower is fully fueled?" she asked.

Trixyro nodded. "Yes, your majesty," she said, bowing.

Celestia glared up at the tree. It was a hideous, ugly thing, looking almost like coal black flesh instead of bark. Claw-like branches reached towards the sky, inert tentacles emerging from gash-like openings in the fleshy-bark.

She scowled. "BURN IT," she said. "I want this tree reduced to ASHES."

It was uncharacteristically cruel for Princess Celestia to say such things about another living being. But at that point, no one really held her anger against her. After all, it HAD just tried to eat them...

Trixyro giggled viciously, hefting her flamethrower. "With pleasure, Princess," she said, igniting the tree. "Dr. Adrian, you are dismissed!"

The gathering of ponies, backing away from the tree as it went up, watched with grim satisfaction as the tree went up in flames, a monstrous shriek of agony coming from the tree as the flames spread rapidly. Trixyro completely emptied her flamethrower's fuel, igniting higher parts of the tree with her flares. For added emphasis, she fired several shotgun rounds into the tree, which spurted a familiar purple ooze with each injury. And finally, just to be thorough, Trixyro pulled out her fire axe and hacked several of the tree's tentacles into paste.

A long moment of silence filled the cavern as everypony watched the tree that had held them prisoner for over a day died in ashen flames, the smoke being pulled up through an opening in the top of the cave. Several of them were disturbed to realize that they felt nothing for this tree save hatred. Even more disturbed at how RIGHT said hatred felt...

Somewhere, a faceless monster was laughing...

To attempt to distract themselves from this, they turned to their rulers and heroes, who gathered around the Doctor.

Said Earth Pony was fiddling with a rather complicated device with several runes carved into the side of it. "Is this the device you used to project the BLU team into the Doomtree's mind?" Cadence asked.

The Doctor nodded. "It's based on an old bit of Time Lord technology that I've repurposed for simpler ends," he said. "Worked rather well, don't you think?" He grinned widely.

"That it did, my little pony," Luna said, beaming. "You've all done wonderously, and I've very proud of you all!" The BLUs all blushed, accepting her praise.

"Oh Auntie..." Blueblood said, hugging Celestia tightly. "I've missed you so much, been so worried!"

"It will be all right, my little pony," she said. "We are safe now."

Blueblood nodded. "We'll get you back home, Auntie. We'll get you back to Canterlot, get those NASTY icky changelings off of your throne, and..." 

"I'M RIGHT HERE," Chrysalis snarled, making Blueblood yelp.

"So am I, Cadet," Soldier said, grinning viciously. "And just for that, your punishment is to help Chrysalis keep her Hive clean for a day."

Chrysalis smirked wickedly. "I like the way you think, beef jerky," she said.

Blueblood's jaw dropped. "Is this REALLY the time to be thinking about disciplining me?!" he almost shrieked, ignoring the snickers of the Canterlot celebrities who were aware of his reputation. "We have to get the Princesses back to Canterlot, and..."

"Actually..." Celestia said, looking thoughtful, "I think it best if we all rest in Ponyville for the next few days, to recover completely."

Luna nodded. "Agreed. Cadence? Shining Armor? Chrysalis?"

"As much as I'd love to get back to the Empire..." Cadence said, "We won't be of much good to anyone if we are too weak from bloodloss to do anything."

Shining Armor nodded. "Plus, I'm kind of worried about Mom and Dad..." he said.

Chrysalis snorted. "I can call the changelings you have impersonating you come to Ponyville. An excuse should be easy to make," she said.

"Well done, my little ponies! Well done!" came a cruelly mocking voice.

Everypony whirled, spying a gray alicorn with a short-cropped mane standing at the entrance to the cave the tree was in. A cold, cruel smirk was on his face, a familiar wrench-and-circuit board Cutie Mark on his flank. On his back, lining his spine, was a mechanical device that led to a glowing golden core.

Engineer frowned. "Gearbox?" he said softly, remembering a pony who helped them a few days ago.

The alicorn shook his head. "Guess again," he said, as a robotic version of Twilight Sparkle stomped into view behind him. The robot's face was emotionless, her body jerking slightly from her internal engine's movements, a smokestack on her back.

Everypony gasped, backing away in fear. Memories of how they had been kidnapped, of the robots resembling the Elements of Harmony bearers, flashed in their heads. They remembered how swiftly they had been attacked, how swiftly they had been taken down.

And the BLUs, seeing the robots, suddenly knew who they were up against.

"_GRAY MANN_," Spy snarled.

Gray nodded, chuckling. "Bravo. You got it on the first try," he said, fluffing his wings. "And I must say, you've all done quite well for yourselves!"

"Better than you, stupid!" Scout said, pulling out a bat. "You were an idiot to come here alone!" As if to emphasize Scout's point, everypony that could still stand took a ready position, horns glowing and wings flaring.

Gray Mann chuckled, standing up on his hind legs. He gestured to the Twilight-bot, who nodded and teleported away in a flash of gray light. Gray just closed his eyes, shaking his head. "Such fools you are," he said, a familiar mist surrounding him.

"No... NO!" Heavy snarled, realizing what was happening.

The Spybot that had been impersonating Gray Mann finished dropping its disguise. Gray Mann's voice came through the robot's mouth. "Did you really think I'd be stupid enough to come here in person?" Gray began to laugh, the laughter cut off by Trixyro charging the Spybot and viciously chopping it into scrap metal with her fire axe.

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Elsewhere...  
>Later...<em>

/\/\/\/\/\/\/\/\/\/\/\/\/\

_YoU dIdN't KiLl ThEm,_ Masky Unicorn accused.

"Killing them wasn't the point," Gray Mann said, experimenting with his magikinesis, levitaing objects of varying size around himself. "My goal was accomplished."

_WhAt GoAl?! ThEy LiVe! YoU dId NoT DeFeAt ThEm! _Masky Unicorn snarled.

"I didn't want them defeated, I wanted them demoralized," Gray said, smirking. "And I got just that." He set down the objects he had been levitating. "I could really get used to this body..."

_...I dOn'T uNdErStAnD, _Masky Unicorn said.

"Of course you don't," Gray mocked, ignoring the Masky's growl. "Think about it – I kidnapped almost an entire town, the rulers of two nations and an entire race, a chunk of the military, and several prominent celebrities! They couldn't stop me from doing it and they fucking KNOW IT NOW." He grinned savagely. "I could have done anything I wanted, and they couldn't stop me. _I. HAVE. WON._"

_**TO BE CONTINUED...**_


	37. Doctor Doctor

_**Waking Nightmares**_

_**by Jonathan "KnightMysterio" Spires**_

_**Chapter 32: Doctor Doctor**_

_All characters who aren't original are copyrighted to their original owners, used without permission for non-profit reasons. All original characters are copyrighted to me, so do not use without permission, please. Dr. Rorschach and Happy are the property of their original owner and used with permission. Takes place a day and a half after the previous chapter._

/\/\/\/\/\/\/\/\/\/\/\/\/\

_Ponyville..._

_Train station..._

/\/\/\/\/\/\/\/\/\/\/\/\/\

"Is this seriously called the Friendship Express?" the white pony with the splotchy black patches on his body and a Cutie Mark of a diagram of a brain with three gears on it said. "I mean, I know Princess Twilight's kingdom is all about the power of friendship and whatnot..."

The train attendant, a blue pegasus mare with a magenta mane and tail, chuckled. "It was called that long before Princess Twilight got her wings. The FIRST time, anyway," she said.

The white Earth pony chuckled, shaking his head. "My my. Talk about sticking to a theme," he said. "Bad enough that I heard Princess Twilight's kingdom used to be called the Rainbow Friendship kingdom..."

The attendant grinned. "Well, the vast majority of pony names are some kind of pun anyway," she said, brushing a magenta forelock out of her face.

"True, true..." the white Earth pony said. "Well, I suppose I should be going. Thanks for talking with me."

"No problem, Dr. Rorschach," the train attendant. "And thanks for that advice about my twin sister's violence issues."

Dr. Rorschach smiled. "She just needs some attention, is all, so she can feel equal to you," he said. "Getting that deformity in her teeth fixed was a good first step. Good luck! And write me about it, Miss Fan Dance!"

The train attendant, Fan Dance, nodded as she got back onto the train to help the boarding passengers. Dr. Rorschach watched the attractive pegasus mare's flank for a moment, admiring the way the fans that formed her Cutie Mark moved as she walked off. He then chuckled, shaking his head as he went further into the station.

Almost immediately, and to his great surprise, he found the pony he was looking for almost immediately. The canary-yellow pegasus with the short mane was sitting on a bench, looking around nervously, clearly uncomfortable with being around this many ponies at once.

"Teal Sea! You old squirrel, you!" Dr. Rorschach said.

TL Care chuckled. "Come on," the graying, pink-haired stallion said, fluttering his wings. "You know I changed my name to TL Care when I got my degree."

"Which is silly," Dr. Rorschach said. "They're both puns on TLC, so why bother?"

"Because I got tired of everypony pointing out the pun," TL Care said, grinning. "By making it obvious, it became less funny."

"Spoilsport," Dr. Rorschach teased, both doctors laughing.

"In all seriousness," TL Care said, sighing, "it's good to see you, old friend. Things have been... hectic."

"I've heard," Dr. Rorschach said, nodding. "A lot more than an old wallflower like you is used to dealing with. Is it true that Princess Celestia and Princess Luna have called in psychiatrists and psychologists from all over the kingdom?"

TL Care nodded. "Come on," he said. "I'll explain on the way. There's way too many ponies here for me to be comfortable with." He shivered softly, looking around at the tremendous amounts of ponies milling about the station, chatting casually with one another.

They went into town, Dr. Rorschach briefly going wide-eyed at the fortress walls going up around the otherwise quiet hamlet, at the patches and holes that showed clear signs of combat.

"Things really have gotten tense, haven't they?" Dr. Rorschach said softly. "I've never been to Ponyville before, but from what I've heard about it, it never really seemed like the type for battlements..."

"A lot has changed..." TL Care said, shivering. "So much has happened... Just recently, we were all kidnapped, along with all of the Princesses, Cadence included, Queen Chrysalis, and several celebrities..."

Dr. Rorschach blinked. "Whu... what? But they've been in Canterlot all this time!" he said, shocked.

"I appreciate zat you wish to talk to your friend," said a voice from behind them as Spy faded into view, "but some things are best not discussed out in ze open." TL Care shrieked, leaping up to a nearby tree, startled by Spy's appearance, Dr. Rorschach faring no better.

"Don't do that!" TL Care yelled, clinging to a branch.

Spy quirked an eyebrow. "My apologies," he said unapologetically. "But one would think that being married to a Guard Captain like Barricade would teach you the value of state secrets remaining secret."

TL Care slowly flapped down from the tree, looking embarrassed. "I always asked Barri to not tell me anything... Sorry, I didn't mean to..." he said softly.

Spy just stared at him for a long moment, before sighing and nodding. "Very well," he said. "I can understand that you'll have to inform Doctor..."

Dr. Rorschach, who had been staring at the suit-coated, balaclava-wearing pegasus, blinked. "Oh! Sorry. I am Dr. Rorschach, Canterlot Psychological Institute."

Spy nodded. "Dr. Rorschach. Welcome," he said. "I am ze Spy. You will be privy to things zat must never become known to ze general public, as it will cause unneeded panic."

Dr. Rorschach nodded. "Then I'll treat everypony I talk to today as a patient. And I never betray the confidentiality of my patients."

"Good man," Spy said. He turned to TL Care, who flinched. "I'm not mad. You made a mistake, as you are in deeper zan you would normally prefer. Simply do not do it again, and everything will be fine."

TL Care nodded. "Yes sir," he said. "Sorry sir."

Spy shook his head, chuckling. "You truly are Fluttershy's father..."

Dr. Rorschach chuckled. "You should have seen him in college," he said. "It shocked ALL of us when he went up to freaking BARRICADE and asked her to dance."

TL Care just blushed, grinning.

Spy smirked. "She is a formidable one," he said. "Come. I will fill you in as we go."

Dr. Rorschach nodded, following TL Care and Spy as they led him into town. As they walked, he noticed bandages around TL Care's barrel, realizing that nearly everypony else in town had similar bandages. He frowned. "What happened?" he asked.

TL Care flinched, sighing. "Remember what I said about the kidnapping?" he said, Dr. Rorschach nodding. TL Care sighed, and said, "We were all given to a Doomtree."

Dr. Rorschach's ears drooped. "I... I've heard stories about those. My uncle was a ranger, said that a Doomtree would eat us if we ever went too far into the forest without supervision... But they were old mare's tales, just stories to scare foals."

Spy scowled. "All true, unfortunately."

TL Care shivered softly. "We were all being fed off of, the creature draining our blood. It made us believe we were humans, Spy's true species, all trapped in an insane asylum. It made us believe that our pony lives were just... an insane delusion... If the mercenaries hadn't rescued us..."

TL Care fell to his knees, shivering. Dr. Rorschach and Spy both immediately went to comfort him.

"You are safe now," Spy said softly. "Ze tree is dead, and ze illusion is broken."

"Teal, buddy..." Dr. Rorschach said, "you're okay now! Really!"

TL Care shivered. "Sorry... I'm sorry... But when I think about what almost happened to my wife and daughter..." he said, fighting back the urge to sob.

Dr. Rorschach hugged him, chuckling a little. "Hey, maybe I should schedule a session with you while I'm here," he said.

TL Care managed a grin. "A quack like you? I think I'll try going it on my own," he said.

The two doctors laughed. Spy took note of this easy joke from the normally timid TL, guessing that they must be old school friends. Once TL Care managed to recover his wits, they continued on, Spy updated Dr. Rorschach on the situation as it stood.

The black patches on Dr. Rorschach's coat paled, almost matching the white parts, as he listened to the story, his ears drooping.

"Um... wow," he said. "You've all been through a lot..."

"Hnh..." Spy muttered quietly. "You, mainly, will be talking to the Elements of Harmony, both Light and Dark, and Twilight's young assistant, Spike. The other psychiatrists and psychologists are covering other portions of the population. As for the royalty... Princess Celestia is still here, and Princess Luna has gone back to Canterlot, while Princess Cadence and Prince Shining Armor have returned to the Crystal Empire. Queen Chrysalis has chosen to remain in Ponyville for the moment. Princess Celestia wished to remain here to speak with you before heading back herself."

Dr. Rorschach frowned. "I'm honored, but why me specifically?"

"Celestia apparently trusts you after you helped her sister in her adjustments to the modern age," Spy said.

Dr. Rorschach blinked. "But I've never had Princess Luna as a patient..."

TL Care understood though. "What name was she under when she was attending sessions with Rory here?"

"Selene," Spy said, smirking. "A pegasus secretary."

Dr. Rorschach's jaw dropped. He remembered her, a cute, mousy little thing that said she had 'been away' for a while and was uncomfortable with the way things worked now...

"Sweet merciful heavens..." Dr. Rorschach said, chuckling. "Oh wow..."

Spy chuckled. "Let us go, shall we?"

Dr. Rorschach nodded. Then a thought occurred to him. "I was lightly briefed on the Dark Elements of Harmony before coming here," he said. "I take it you're one of them?"

Spy hesitated, and sighed, nodding. "I was hoping to avoid zis for a while, but yes..."

Dr. Rorschach smiled. "Well, while on the way to talk to the others, perhaps you can tell me about yourself?"

Spy snorted. "Very well. Shall I tell you about ze time I murdered my violently abusive father when I was a child?" he said, pulling his knife out and flipping it open. "With this very knife no less."

Dr. Rorschach's ears drooped. Spy smirked, continuing. "Or maybe I should tell you about the time I betrayed my country to a group of monsters to save my village and my mother from being slaughtered, only for my efforts to be wasted and my mother getting killed anyway? Shall I tell you how I killed the monsters inhabiting my village, and would have killed myself if I hadn't discovered Soldier rampaging across Europe and started feeding him information on where officers in zat evil army were hiding? Shall I tell you of how my soul was literally torn in half years later, and I spent several years alongside my teammates killing and being killed by beings with my face and ze faces of my friends, all the while working for the most unashamedly evil woman alive? All of zat BEFORE I was pulled to zis reality alongside my comrades and drafted into a war against a murderous eldritch abomination."

Dr. Rorschach's jaw dropped again, the psychologist visibly horrified. Spy snickered, and added, "And just think – I'm one of ze sanest members of ze team." Spy chuckled weakly. "We BLUs are not good people, Monsieur Rorschach," he said. "But we are on ze side of goodness and light in zis instance."

"I disagree," TL Care said softly, smiling gently. Spy turned to him, confused. TL smiled again. "You ARE good ponies. Violent and dangerously insane, yes... But I know in my heart that you are good ponies. My dearest Fluttershy wouldn't call you friend otherwise."

Spy blinked, visibly taken aback by this. "I... merci, my good doctor," he said, smiling. "I need to hear such things from time to time."

Dr. Rorschach smiled slowly, relaxing a little at this exchange. "Perhaps we should start with you, Spy," he said, motioning to a nearby bench. Several other ponies milled about them, only casting them cursory glances as they went about their business, some talking to others who looked like doctors in various places around the square.

Spy shook his head. "Ze others need your help more," he said. "We BLUs have managed to be reasonably functional despite our various issues. But ze others have been thrust into zis war, and have spent a day and a half as ze food of a predatory demonic tree."

"If you insist," Dr. Rorschach said. "But I would like to talk at the very least talk to you all one on one, get a sense of who our newest heroes are. Then I can get a sense of what to do in our sessions."

"Your funeral," Spy said, chuckling. Dr. Rorschach frowned, but said nothing. Spy looked around, and spotted Sugarcube Corner. "We will talk to Pinkie Pie first, since she's closest," he said, motioning to the shop with a wing.

Dr. Rorschach looked, and grinned, spying the pastries in the window. "Ah, excellent. Can we stop for a snack, too?"

"If you insist," Spy said. "Dr. Care, are you coming?"

TL Care's ears dropped. "Ah..." he said, looking at the multitude of ponies milling around the shop. "The crowd's bigger than what I'm comfortable with..." He looked around, and spotted a tea shop that had a small amount of ponies there. "I'll just wait at this shop while you talk to Pinkie Pie."

Dr. Rorschach sighed as his friend wandered over to the tea shop. "He's braver than he knows," he said softly. "I just wish it didn't take a crisis to bring it out..."

Spy nodded. "He conducted himself quite well when we helped ze Ponyville citizenry free themselves from ze trap zey were in..."

Dr. Rorschach frowned. "What did happen, anyway?"

Spy looked around, seeing no one nearby who shouldn't hear anything. "...It was an ambush. Robotic versions of the Element bearers attacked ze town, using mechanically copied abilities. We tried to fight zem off, and in fact thought zat we had been victorious, but... well..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Several days ago..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"What the hell!?" Scout shouted as nine meteors struck down in the middle of town. Townsponies scattered at the metal lumps slammed down in a perfect circle, smoldering slightly from their fast entry. Before everypony's shocked eyes, the nine metal lumps unfolded, taking very familiar shapes, that of the nine Element bearers.

The TwilightBot, the obvious leader, opened its mechanical eyes. Scout tried to attack, but the mechanical alicorn easily swatted him aside. "Power levels nominal," it intoned in a robotic monotone. "Magical field access at full capacity. All units, status report."

The DashBot flapped it wings, taking to the air. "Thrusters fully charged. Aerodynamic coating undamaged."

The FlutterBot's eyes flashed. "Sonic mesmeric systems online. Optic weapons fully functional."

Scout shook his head, picking himself up out of the cart he had crashed into and flying off to get the others. He definitely couldn't handle this alone.

Pistons in the AppleBot's hind legs revved up. "Seismic kicking devices ready."

The PinkieBot giggled and began to bounce around, it's voice cheerful compared to the robotic monotones of the others. "Probability field alteration devices online! All hidden supply areas in general area mapped out and ready for exploitation! Party generators at full capacity!"

The crystals on RarityBot's flank glowed briefly. It gave PinkieBot an annoyed look before intoning in a monotone, "Crystalline laser matrix ready. Geodesic magnets activated."

A green mist escaped from the ZecoraBot's mouth. "Chemical mixers fully functional. Mist dispensers and dart launchers ready."

The TrixieBot's entire body faded briefly out of existence, reappearing with a swirl of mist, the stars on its hat and metallic cape blinking in rhythmic patterns. "Illusion generators at the ready."

The DerpyBot, its eyes spinning wildly, took to the air as well. "Rapid repair systems on-line. Probability generators at the maximum. Impact Cannons at full charge."

TwilightBot nodded. "Disharmony Device online," she intoned. "In the name of the Maker, ATTACK!"

At which point a lightning bolt struck her in the horn. Letting out an electronic warble of pain, she staggered back, looking up at the source of the attack.

Sniper grinned, aiming his thundercloud sniper rifle again. "Standin' around like a bloody idiot," he jeered, firing again. TwilightBot managed to dodge this time.

"Engaging," DashBot intoned in a calm voice, firing her jets and heading up to Sniper. She smashed through his cloud, forcing the assassin to take to the skies. She looped around for another attack, but Rainbow Dash collided with her in a colorful streak. DashBot seemed to smirk, and then took off like a rocket, a furious Rainbow Dash following behind.

TwilightBot's horn glowed as she prepared to attack Sniper again, the marksman getting another thunderhead ready. She quickly switched over to a forcefield as Twilight, being healed by Medic, slammed into her with her own forcefield surrounding her.

"Leave these ponies alone, machine!" Twilight shouted, her eyes narrowed.

TwilightBot smirked. "Priority target engaged," she said, firing a blast of magic that bounced off of Twilight's shield. Twilight scowled, slowly closing in on her robotic counterpart as Medic trailed behind, idly thinking that having a forcefield in the war games would have been quite useful...

TrixieBot moved to defend, but a barrage of fireworks from Demoman followed by a magical blast from Trixie sending the machine flying. TrixieBot grinned at her and flared her horn, illusions of TrixieBot filling the field.

"OH NO YE BLOODY DON'T!" Demoman shouted, throwing even more fireworks that dispersed the illusions quickly. TrixieBot quickly recalculated its options and fled.

The ZecoraBot trotted off into the crowd, vents on its neck and in its mouth spewing out disorienting mists, rashes and hallucinations overcoming whomever was caught in the mists. FlutterBot followed behind her, her eyes radiating a paralyzing light that held ponies in place long enough for ZecoraBot's mists to reach them.

As ponies panicked, Soldier leaped up onto a roof. "Don't run! I know you've only had a few days training, but it's just nine robots! We can drive them back!"

"But..." Roseluck started.

"They're..." Daisy stammered.

"THE HORROR!" Lily shrieked.

"FIGHT THEM OR FIGHT ME, MAGGOT! YOUR CHOICE!" Soldier snarled.

The Flower Trio stared at Soldier, then stared at the two robots. Then back at Soldier.

"CHAAAAARRRRGE!" the Trio screamed as they ran towards the startled ZecoraBot, tackling her to the ground. Soldier huffed, and leaped at the FlutterBot, tackling it as it tried to help. Zecora, meanwhile, through out counters to the mists already released, dispersing the toxic clouds released by her metallic copy.

"He certainly has a way with women," Blueblood muttered up at Soldier, shivering as he looked over the robots. They were fearsome, but with the rest of the BLUs and Elements rallying the town, the tide was quickly turning.

"You're just jealous that he actually has a marefriend," Derpy teased, blushing as she watched Soldier get the FlutterBot in a headlock.

"N-Well, maybe..." Blueblood muttered.

Derpy giggled. "C'mon, let's go help!"

"I'd rather not, thank you. Things are looking quite well, and..." Blueblood looked up, and gulped. Derpy had an expression on her face very similar to Soldier's.

"MOVE, MAGGOT!" Derpy snapped. Blueblood yelped, charging into the fight, tripping over a fallen tree branch and falling onto his face, knocking himself unconscious on a nearby curb.

"Even I'm not that clumsy," Derpy muttered, sighing. She flew off... not looking where she was going and smashing face-first into lamp post, which promptly fell onto the RarityBot as she was firing lasers at a group of fillies.

Derpy blinked, and giggled. "Totally meant to do that," she said.

"Personal Fabulousness Levels decreased," RarityBot said, squirming out from underneath the lamp post and scowling at the new lamp post-shaped dent in her metal mane. Gems levitated around her as she glared at Derpy. "Initiating Revenge Mode."

Derpy gulped. "Uh oh..."

"Crystal laser charging," RarityBot said, tracking Derpy as she tried to fly away. Before she could fire it, though, she let out a warbling squawk of pain as a diamond-edged chainsaw sliced through one of her front limbs, sending her sprawling to the ground.

Rarity grinned, revving her chainsaw. "Thank you, darling, for giving me a legitimate chance to use this," she said to her robot double. "Now hold still, while I do some remodeling."

"Error! Combat parameters of impersonation subject have changed! New data renders previous combat module obsolete! Initiating retreat mode!" RarityBot said, looking alarmed despite its monotonal voice as it grabbed its leg in its magic and dashed away, reattaching its limb as it ran. Rarity retracted her chainsaw into her cybernetic forelimb and huffed, following after the RarityBot.

"She can reattach her limb? So not fair," she muttered. "Get back here so I can beat the fabulous into you!"

Over at the walls that surrounded the town, AppleBot examined them, its sensors indicating the best places to kick to knock them over. DerpyBot flew alongside it, ready to help. Before either robot could do anything, however, a lasso yanked DerpyBot out of the sky, slamming her into AppleBot.

"Error! This unit is under attack!" AppleBot said in her monotone voice. Both AppleBot and DerpyBot scrambled to their hooves, only for Heavy to trample them both as he charged, bellowing like a rhinoceros. Applejack grinned wickedly.

"Y'all gotta do better than that, pardners!" she crowed, pulling back her lasso as Heavy began wrestling with the AppleBot, Bulk Biceps joining in. DerpyBot, meanwhile, faced off against Applejack, watching the cowmare cautiously.

At which point Captain Barricade landed on it. "DEATH FROM ABOVE!" she cackled, making a crater upon impact. The DerpyBot let out a strangled squawk as it felt all of its gears shift at once. Barricade got up, the DerpyBot staggering to her hooves, only for Applejack to lasso it again.

Spy, meanwhile, was observing everything and coordinating the efforts against the nine new robots, guiding everypony in joining the attacks on the machines. In short order, the machines were defeated and fled, damaged into the Everfree forest.

The nine BLUs gathered together, Gem Sentry and Blueblood joining them. "Somethin' ain't right," Engineer said.

Spy nodded. "Agreed... that was too easy..."

"Are you really complaining?" Scout said. "We need an easy win against Gray's clankers after the invasion!"

Soldier nodded. "No mercy! Let's crush these imposters as a message to Gray that tells him to get his own ideas for robot designs and STOP COPYING US!"

Spy looked thoughtful for a moment. "...In any case, we should destroy ze robots so zat zey do not cause further trouble."

Engineer nodded. "He's branchin' out into bots of the girls, so we should analyze them," he said. He then turned to Twilight and Mayor Mare. "You gals keep an eye on things here," he said. "We're gonna take those tin cans down and bring them back for study."

Mayor Mare smirked, twirling her pipe. "You can rely on us," she said. Twilight nodded in agreement.

Heavy grunted, satisfied. "We follow them into forest, and crush tiny robots. Cadet, Gem, you will come with us. Against enemy, I am being more comfortable if odds our in our favor..."

Gem beeped affirmatively, revving her chainguns. Blueblood grimaced into the forest. "But it's all icky and gooey in there..."

"Pyro," Soldier said. "If he isn't moving by the time I finish this sentence, I want you to set his testicles..."

"CHAAAARRRGE!" Blueblood screamed in terror, running into the forest.

"...on fire," Soldier finished, smirking. Pyro giggled.

Heavy rolled his eyes. "And now we have to make sure dimwit doesn't get himself killed before we defeat tiny robots."

"Got him moving, didn't it?" Scout said, chuckling as they all ran into the forest.

"We gotta work on gettin' that prissiness out of his system," Engineer said. "It'll just get him killed."

Demoman looked thoughtful. "Let me handle that," he said. "I think I can reach beyond that noble mask he's put over himself."

Heavy grunted. "Hnh. I keep forgetting," he rumbled. "Demoman is also..."

"Aye," Demoman said. "I can relate te him better than most."

The group of mercenaries ran into the woods, following the sound of clanking metal. They rapidly caught up to the robots, who had stopped in a clearing. Blueblood was there as well, the former prince tied up in AppleBot's metal lasso and hanging upside down from a tree, DashBot using him as a punching bag.

"I really wish this surprised me," Sniper said, picking up a rock. "I really did." With impossible accuracy, he threw the rock, nailing the DashBot between the eyes and staggering her. Before the other robots could react, Pyro shot a fireball that melted the cable holding Blueblood, and sent him crashing to the ground.

"It's over, stupid metal ponies," Heavy rumbled, storming into the clearing as the battle-damaged robots. Medic freed Blueblood from the cable, slapping him in the back of the head as he went to join the others in confronting the robots.

"Surrender now, and we'll scrap you quick-like," Engineer said.

TwilightBot just smirked. "Distraction successful," she said in her mechanical monotone. "Initiating escape mode. Bodyslide by nine."

"Distract..." Spy started. TwilightBot's horn flared, and the nine robots vanished in a flash of light.

It was then that they heard the gunfire.

"No..." Spy said softly, his expression becoming a mask of horror. "DAMN IT, _NOOO!_"

"Derpy..." Soldier said softly, flashbacks of Pearl Harbor coming to him, fear overtaking his heart. "_BACK TO TOWN AT ONCE. MAGGOTS!_"

The eleven BLUs charged back the way they came, the nine mercenaries cursing themselves for letting the robots trick them, Gem praying that the Crusaders were okay, Blueblood just wondering what the hell was going on. They came back to Ponyville, only to find it far too late.

The town was swarming with robots. Pegasi were being knocked out of the sky by SoldierBots and DashBots, HeavyBots were dragging ponies out of their homes. Barricade and Twilight were both wrapped up in electrified AppleBot lassos, ZecoraBots shooting sleep gas darts at them over and over. The mercenaries charged in, but the rooftops were manned by SniperBots and DemoBots keeping watch over everything. The explosions and bullets forced them away, the constant barrage of attacks eventually driving them inside Sugarcube Corner.

There they found a HeavyBot and a pair of FlutterBots menacing the Cakes. A lone changeling was there, hissing violently as the FlutterBots tried to get past him to capture the children, the two foals crying inside their room. The HeavyBot was tying up the two Cakes, who looked like they had been beaten badly.

Cup Cake was the first to notice the BLUs. "Please! Save our children!" she screamed.

The HeavyBot whirled, and screamed in pain as Pyro set it ablaze. It picked up the two adult Cakes and crashed through the wall, running off with them as Gem fired her chainguns, just barely missing him.

Scout and Spy, meanwhile, immediately went after the two FlutterBots. Their eyes were glowing, affixing the changeling with a paralyzing gaze. Before they could exploit this, however, Scout pulled a bat out of nowhere and crushed one FlutterBot's skull, Spy stabbing the other in the back of the head.

The changeling shook his head, looking at the BLUs in shock. "You... you guys," he said. "You have no idea how glad I am to see you."

Medic began attending to the battered changeling's injuries, as Soldier and Gem pushed past him to comfort the two terrified foals in the bedroom. "Vhat happened?!" he demanded.

The changeling winced. "It happened after you guys drove off the first wave," he said. "They just... appeared out of nowhere! They were all using some kind of purely mechanical cloaking... none of the unicorns could even sense it..." He shivered. "The robots... they were everywhere. Even the sounds of their footsteps had been masked... They... they started attacking, taking prisoners..."

Spy shook his head, cursing over and over again. "We have to fight back... Free ze others, before..."

"Wait!" Sniper said, looking alarmed. "Shut it a minute and listen!"

Everyone in the room went quiet. The only sounds now were the crying of the Cake twins, and the low, steady thrum of energy from Medic's healing beam.

Demoman ran outside, his fears confirmed almost instantly. "Bloody hell..." he cursed. "The bastards got away with everypony!"

"DAMN IT, DAMN IT, DAMN IT!" Engineer cursed.

"We failed..." Spy said, scowling.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

_Now..._

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Spy stared at the ground, ruffling his wings in irritation. "We were supposed to protect zis town... And we were tricked so easily... Only a handful of ponies escaped being captured. Ze Doctor and his group managed to protect them, while all we could do, for all our skill, was save a couple children..."

Dr. Rorschach looked thoughtful. "Actually, it may have been for the best that you were drawn away," he said.

Spy glared at him.

Dr. Rorschach smiled at him. "Stay with me on this," he said. "From the way you described the robot attack, if you had been there, you would have been taken with all the others. And then who would have saved everypony from the tree?"

Spy smiled a little. "A nice thought, my good doctor, but it still doesn't make ze guilt go away..."

"Never said it would," Dr. Rorschach said, shrugging. "You just have to understand that there is only so much one could do in a situation like that."

Spy just looked away. Dr. Rorschach put a hoof on his shoulder. "Holding on to guilt does nothing except rot you away inside. You made a mistake? Then learn from it and don't do it again. Have you been working on improving the defenses?"

Spy nodded. "Engineer, the Doctor, and Princess Twilight are developing a device zat will cancel out invisibility of any kind," he said. "They are modifying the changeling detection lamps for zis purpose. I'm meeting zem later to help with it."

Dr. Rorschach nodded. "Good. A good first step," he said. "I would like to talk to you about those other things you mentioned... perhaps we can schedule a session later?"

"Session of what?" Pinkie Pie said, appearing between the two of them, startling them both. Dr. Rorschach fell over, while Spy took to the air defensively. Pinkie Pie giggled.

"How... didn't even NOTICE..." Dr. Rorschach stammered.

Spy rolled his eyes and landed. " It's Pinkie Pie," he said. "Physics and logic don't necessarily apply to her all of ze time."

Pinkie Pie giggled. She spun, becoming a blur, and when she stopped she was wearing her work apron as a crude cape, a towel wrapped around her head like a headband. "I'm the physics defying superhero, QUARKIE PI! And that's pi as in the mathematical equation, not the delicious treat!"

"Speaking of which, Pinkie..." Mr. Cake said from behind the counter.

"Ooh! Right, the blueberry pies!" Pinkie Pie said, zipping off to the kitchen, leaving her costume to float to the ground without her in it. The scent of fresh baked pie filled the store, several patrons ordering slices immediately.

Dr. Rorschach stared. Spy chuckled. "Believe it or not, you do get used to her," he said. "Granted, she seems to have taught Scout how to do her reality-warping tricks..."

"Someone talking about how awesome I am?" said Scout as he entered the bakery, flying over the heads of several annoyed customers.

Dr. Rorschach shook his head, clearing it. Scout nodded to Spy in greeting and turned to the newcomer. "You the psychiatrist Celestia called for us?"

Dr. Rorschach shook his head. "Psychologist. Psychiatrists deal in fixing things with drugs, I deal in helping ponies heal their minds without chemical help," he said.

Scout nodded. "Tha's good. Lord knows the nine of us are messed up, we don't need the girls gettin' the same kinda stuff we got in our heads," he said.

Dr. Rorschach quirked an eyebrow. "Oh?"

Scout snickered. "We been messed up for a while," he said. "We're used to it. The girls aren't."

Pinkie Pie appeared from underneath Scout's hat. "Girl? I happen to be a rather refined young woman, good sir," she said in a decent impression of Rarity's cultured accent. She then hopped down and gave Scout his hat back, giggling.

Scout snickered. Spy just shook his head, Dr. Rorschach staring at her, trying to process what he had just seen. He then shook his head, deciding to just roll with it.

"Well then, Miss... Pinkie Pie, was it?" Dr. Rorschach asked.

"That's what it was, and what it is!" Pinkie Pie confirmed. "Sorry I'm not able to throw you a 'Welcome To Ponyville' party, but we're kinda swamped with repairs and rebuilding and morale building and cake building after... well, y'know."

"Thank you for the offer, but it's really not necessary," Dr. Rorschach said.

"Nonsense!" Pinkie Pie said, scoffing. "Everypony deserves to feel welcome, and I can't think of a better way to do it than to throw a party for them in their honor!"

Dr. Rorschach smiled. "My, that's quite generous of you!"

"Heheh. Not that generous," Pinkie Pie said, grinning widely. "I only don't charge for the first one. Anything after that, I charge for. But really, I just like seeing ponies smile. That always puts one on my face!"

Dr. Rorschach's smile turned sad. "Then why are you forcing yourself to smile right now?"

Pinkie Pie flinched. "...I have to," she said softly, her face falling. "With everything that's happened... all the crap the Author's thrown at us... I have to keep smiling. If I don't, then things go creepypasta and then nobody's smiling." Her hair deflated a little. She shook her head. "Sorry, sorry! Just ignore me, I..."

Dr. Rorschach interrupted her. "You mentioned 'Author...' Are you a Fourth Waller?"

Spy, Scout, and Pinkie Pie stared at her. "Wait... there's a technical term for it?" Scout asked.

Dr. Rorschach nodded. "I've had a few patients with that condition. It gives them an 'awareness' of sorts that allows them a greater 'perception' of the world around them, for lack of better terminology. And I must say, you're more well put together than most I've dealt with before," he said. He smiled warmly at Pinkie Pie. "While I myself lack that awareness, and admittedly can't fully understand it, I have had experience with helping those that do. If you'll let me, Pinkie Pie, I can at the very least provide a sounding board to vent your frustrations on. I'm going to be here for a while, and I've been specifically hired to help you and the other Element Bearers, so I can schedule you in anytime."

Pinkie Pie stared at Dr. Rorschach for a long moment... and smiled. A real, unforced smile this time. "Thank you... The others, they... Thank you, doctor..." She hugged him tightly for a long moment. She then nodded, blushing a little, and went back to work.

Spy remained silent, his opinion of Dr. Rorschach improving. Scout sighed. "You sure you can help her, Doc?"

Dr. Rorschach sighed. "I can try. I can promise you that much..."

Scout frowned. "It'll have to do..." he said. "It ain't right when she doesn't smile... It ain't right at all..."

Dr. Rorschach nodded. "Indeed... I've just met her and I can tell this." He turned to Scout, and added, "You know, I'm here for both your team and hers, if you want to talk."

Scout quirked an eyebrow. "What, you wanna hear me talk about how awesome I am?" he said.

Spy just groaned, shaking his head.

Dr. Rorschach smirked. "Sorry, but Spy already tried scaring me off by telling me his backstory. All it did was make me determined to help him, and all the rest of you as well," he said.

"We don't gotta good track record with headshrinks," Scout said, smirking. "Medic and Pyro usually scare them off."

"Yes, yes, I'm sure they're very scary," Dr. Rorschach said, rolling his eyes. "I'm still staying the course on this."

Scout started to say something, but then just shook his head. "Hokay, doc. Your funeral," he said.

Spy flinched, his ears perking up as if he was listening to something. "Yes... Yes of course, my Queen..." Spy said. He turned to Dr. Rorschach and said, "Queen Chrysalis wishes to speak with you, Doctor Rorschach."

Dr. Rorschach gave him a curious look. Spy sighed. "My transformation left me half-changeling," he said. "As such, I'm part of the changeling hive mind."

Scout ate his pie as Spy stood up. "Whenever you're done with Queen Cheeselegs," Scout said, "Engie wants to talk to you. He and Twilight are at the Tree of Harmony."

Spy just muttered to himself. Dr. Rorschach chuckled. "I admit I am a bit curious," he said. "I was out of Canterlot at the time of the invasion, so I've never seen a changeling before." :

Spy just muttered in a non-committal fashion. He led Dr. Rorschach to a small building secluded away between two warehouses, lined with green, chitinous coverings. Spy sat down in front of the door. Dr. Rorschach frowned, wondering what was going on, when a changeling popped out from behind the door, a wide grin on his face.

Dr. Rorschach stared. The changeling didn't notice him at first, focusing on Spy. "Good to see you, brother," he said, giggling. "Her Majesty's been waiting for you."

Spy nodded. "I confess surprise, though," he said. "Would she normally concern herself with someone like the good doctor here?"

The changeling shrugged. "She just wanted to meet him, she said." The changeling then turned to Dr. Rorschach, who was blushing brightly as he stared at the changeling.

The changeling frowned, and through their hive mind connection, Spy could feel him mentally sigh in frustration. _Well, here comes the fear... _the changeling thought. "Sir?" he said. "If you'd come this way, please?" He motioned inside.

Dr. Rorschach blinked, shaking his head. "S-Sorry..." he said. "I've never seen a changeling before. I didn't realize that your kind was so..."

_Here it comes, _Spy heard the changeling think, his tone disgusted.

"...so PRETTY!" Dr. Rorschach finished, blushing even brighter.

Both Spy and the changeling stared at Dr. Rorschach, visibly surprised by this. Dr. Rorschach grinned sheepishly, and said, "So... so what's your name?"

The changeling blinked, and then smiled. "I don't have a name officially. Just a number designation. But after the Queen and the others were rescued, Pinkie Pie decided that everyling that was staying in town should have a name. Because I'm usually smiling and in a good mood, she named me Happy."

"It certainly fits you, you overly perky fool," said a voice from inside the room.

Happy chuckled, looking inside the warehouse. "Sorry! Sorry. I'm just really glad you're back. When I couldn't do anything to save the town, and then you were kidnapped..."

"You are an infiltrator, not a warrior," the voice, which Dr. Rorschach guessed was Queen Chrysalis, said. "I posted you in Ponyville to observe the training and assist where needed."

Dr. Rorschach blinked. "You were the changeling that was defending the Cake twins, then. The one from Spy's story of what happened," he said.

Happy nodded, shivering. "Bad enough that I couldn't save Mister and Missus Cake. When the Queen was kidnapped, the hive mind shut down. I've never felt more empty, more alone in my life..." he said softly. "How do you ponies function without a hive mind, anyway? How can you live being so lonely?"

Dr. Rorschach smiled weakly. "We manage somehow," he said. "And as much as I'd love to study you, er, academically speaking, that is... I do have a job to do."

Happy nodded. "Spy, Dr. Rorschach, if you'll come with me please?" he said, opening the door.

Dr. Rorschach stepped in, seeing a mass of greenish organic matter arranged in a shell, the small storage building's interior having been made into a makeshift hive. Flanked on either side by guards, sitting in the shadowed opposite end of the building was Queen Chrysalis, most of her body hidden by shadow. Only her luminescent eyes were fully visible.

"You are the psychologist specifically called upon to help the Elements of Harmony, yes?" Queen Chrysalis said.

Dr. Rorschach nodded. "My goal for now is to meet up with each of them, get an idea of what's troubling them, and schedule sessions for them," he said. He tried to step forward and get a better look at the Changeling Queen, but the two guards hissed, stopping him. He looked back and saw Happy and Spy, the latter having turned into a changeling, bowing humbly.

"Are you sure you are ready for what you may hear, psychologist?" Queen Chrysalis said. "Things have happened to them that would shatter most."

"All the more reason to help them," Dr. Rorschach said firmly.

Queen Chrysalis narrowed her eyes. "Something is horribly off..." she said. "And it's not just weakness from the blood loss talking. The emotions in the air... the taste feels wrong. Especially around her..."

"That's right..." Dr. Rorschach said softly. "Your kind feeds on emotions..."

Queen Chrysalis nodded. "We can feed off of all emotions, but love is the most nourishing. Because of our appearance, we had to work to steal love before the Lovestone was created by Princess Cadence and the two Elements of Love. Your attraction to... ugh, 'Happy...' To say the least, it is something we have not encountered before..."

"Can't see why," Dr. Rorschach said. "You're a very beautiful species."

Queen Chrysalis stared at him, marveling. "You're being honest... I can taste it..."

Happy blushed, grinning.

Queen Chrysalis stared at him thoughtfully. "...Very well," she said. "I shall arrange for Happy to meet with you later. For now, I believe you have a job to do."

Dr. Rorschach nodded, bowing. "It was an honor to meet you, your majesty," he said, getting up and leaving, Happy and Spy following.

"Proper respect at last," Queen Chrysalis said, chuckling.

Dr. Rorschach and Spy headed away from the warehouse. "If you'll excuse me," Spy said. "I have to meet up with Engineer and Princess Twilight."

"Of course," Dr. Rorschach said. "I'll meet up with Teal, he can show me around."

Dr. Rorschach headed away from the warehouse, making his way back to the tea shop where he met up with TL Care once more.

"So where to next?" the psychologist asked. "I'm relying on you, m'friend."

TL Care blushed, finishing his tea and paying his bill. "Um... Carousel Boutique is closest," he said. "The owner, Rarity, has been making blankets for those who's homes are too damaged, the mailmare Derpy helping her deliver them..."

Dr. Rorschach nodded. "Sounds good," he said, "My cousin owns a few Rarity-made dresses. It'd be interesting to meet her in person."

TL Care nodded, leading him through the center of town to Rarity's dress shop. Like many buildings in town, it bore the signs of battle damage, although for the most part it had escaped receiving too much harm. It didn't have any holes in it, for one.

TL Care went up to the door and knocked timidly on it. No response. "Maybe she's taking a nap..." the pegasus physician said softly.

Dr. Rorschach facehoofed, chuckling. "When knocking on a door, Teal, you have to actually KNOCK," he said, knocking on the door in a more forceful fashion.

"Come in, darlings!" said a musical voice. The two doctors entered the boutique, finding Rarity busily stitching together several sheets of material into thick, fluffy blankets. Dr. Rorschach stared at her cybernetic foreleg, having not been informed about it beforehand.

TL Care came up to him, tapping him on the shoulder to get his attention. "In one of the recent attacks on the town, Rarity was severely injured, losing her foreleg in the process. A prosthetic was made using the remains of the robots that were attacking the town, along with technology from what was apparently an alien invasion," he said.

Dr. Rorschach stared at TL Care. The pegasus just smiled. "This town has an interesting history," he said.

"No, really?" Dr. Rorschach deadpanned.

Rarity giggled. "While I admit that our town isn't exactly the most peaceful at times, it's still a wonderful place to live," she said. "Now what can I do for you fine gentlemen? I apologize for not formally greeting you, but it's been frightfully busy around here."

TL Care gave her a stern look. "You are taking it easy, right? We all experienced severe blood loss from when the tree was feeding on us," he said.

Rarity tutted. "Now, don't you worry," she said. "I'm doing nothing more strenuous than knitting these blankets together. Derpy, on the other hand, you'll probably need to tie down. Poor Soldier's at his wit's end trying to get her to relax."

TL Care frowned. "The curse of the mailpony is their dedication," he said. "I assume she's been delivering the blankets on her own?"

"Most of the other pegasi are helping, but she's insisting she do so much of the work on her own," Rarity said, sighing. "I swear, I'd admire her under any other circumstances."

"She feels she has to work hard to make up for her time kidnapped?" Dr. Rorschach said, looking thoughtful.

"I suppose so..." Rarity said, frowning. "Why do you ask?"

Dr. Rorschach smiled. "Sorry. I'm Dr. Rorschach, Canterlot Psychological Institute. I was asked to come talk to the Element-bearers after the recent incidents," he said.

Rarity scoffed. "Well, while I am appreciative that you've come this far, I'm afraid it was for nothing. I'm fine," she said.

"...Miss Rarity, from what I've heard you've been in a near constant state of battle for the past couple months. Also, you've recently had your foreleg torn off and replaced with a prosthetic, as well as been kidnapped and placed in a traumatic situation by a demonic blood-sucking plant," Dr. Rorschach said. "At the very least, let me be a sounding board for your frustrations."

Rarity paused for a long moment. She managed to smile, and said, "Really, I'm fine."

"I can see the bags under your eyes, Miss Rarity," Dr. Rorschach said softly. "You didn't sleep much last night."

Rarity said nothing, turning away from him. "Well... can you blame me?" she said, chuckling weakly.

TL Care stared to say something, when Dr. Rorschach hushed him. "Miss Rarity, you're a very giving person. I can tell. But part of being generous is knowing when to accept generosity offered to you. My schedule is cleared, my bills are paid, and I'm going to be here as long as you and the others need me."

Rarity stared at him a long moment... and smiled. "Oh, what the heck... I could never resist the charms of a polite gentleman," she said. "I'd be more than willing to talk with you."

Dr. Rorschach grinned. "Once I've talked to everypony, I'll get back to you with a schedule for your sessions," he said.

"I appreciate it," Rarity said, smiling.

TL Care stepped forward. "Ah... before we leave, how is your new limb holding up?" he asked. "Any problems I, Engineer, or the Doctor should be aware of?"

Rarity shook her head. "No... It itches a little, especially around the connector. But nothing unpleasant, I assure you."

TL Care nodded. "If you develop a rash, let me know. I can get some healing creams for you..." he offered.

"I have an anti-itch cream from Zecora that works marvelously, darling," she said, smiling her dazzling smile.

TL Care nodded. He hadn't known the zebra long, but he had received a great number of accounts of her efficiency. He still had doubts, but he couldn't question results. "Very well. Still, keep me informed."

"Of course, Dr. Care," she said, turning back to her work.

Satisfied, the two physicians left the Boutique. "So where to next?" Dr. Rorschach said. "Also... who is 'The Doctor?' He was on my sheet as someone who was involved in the rescue, but there was a big 'Don't Bother' tag written over his file. Why is that?"

"Because the Doctor is a several thousand-year-old madman adventurer who changes into another form and personality entirely every time he dies and used to time travel before getting stuck on Equestria and possibly losing his ability to resurrect himself. This hasn't stopped him from being, and this is something he's described himself as, 'a nosy busybody with a penchant for getting into life-threatening trouble by sticking his nose into other people's business in inane attempts to try and save the day.'" TL Care said.

"..." Dr. Rorschach just stared.

"He's also a jackass," TL Care said, blushing and wincing. "S-Sorry, I didn't mean..."

Dr. Rorschach snickered. "If YOU said it, you actually meant it," he said. "Bit of an uppity sort, eh?"

TL Care sighed. "He only seems to respect scientists or physicians if they're as crazy as he is," he said, grumbling.

Dr. Rorschach rolled his eyes. "Ah. THAT sort," he said, deciding to follow the advice not to bother with the Doctor. He couldn't stand ponies that egotistical. "Well, so long as he's helping ponies..."

TL Care rolled his eyes. "Hmph... Anyway, next up is Rainbow Dash. Because of the blood loss she gets dizzy if she goes too high, so she's been staying at Derpy Hooves place with her and Soldier," he said.

"Three at once then," Dr. Rorschach said. "Good."

TL Care nodded. "It's not too far out of town. Nothing like Fluttershy's," he said, leading her through Ponyville's awkwardly twisting roads. As they walked, TL Care paused to examine workers that were trying to rebuild the damaged buildings, patching bullet and laser holes, clearing out lingering toxins from the ZecoraBots.

Dr. Rorschach just watched his old friend with amusement. For all of his cowardice in social situations, give him a patient and he became Daring Do. And now... now he had a whole town full of patients who needed a good doctor. It was the bravest he'd ever seen him.

"I envy you sometimes, y'know?" Dr. Rorschach said.

TL Care frowned. "What do you mean?" he asked as the two of them walked towards Derpy's home.

"I never had the stomach for the physical work of medicine," Dr. Rorschach said. "Blood and guts and stuff."

TL Care smiled. "Each of us heal in our own way," he said. "You save their minds, I save their bodies."

"I suppose..." Dr. Rorschach said. "I've been lucky so far, I haven't lost any patients to suicide, or had them turn out to be the next Jeff the Killer..."

TL Care shivered. "Let's not bring him up... I had the misfortune of doing autopsies on some of his victims... Plus Barricade is still haunted by him..."

Dr. Rorschach winced. "That's right, he... LOOK OUT!"

The two physicians dodged out of the way as Rainbow Dash slammed into the ground, digging a large divot into the ground. She glared at the figure in the air who knocked her out of it.

"Sniper, was that really necessary?" Rainbow Dash said, glaring at her, TL Care immediately checking her for injuries.

Sniper, flapping down from where he had knocked her out of the sky, simply turned to the barely phased crowd and asked, "Folks, I'm taking a poll. How often has physical force proven necessary for getting Rainbow Dash to stop being stupid?"

"Too often," said Thunderlane, carting some clouds past the scene.

"Yeah, like every other time," said Raindrops, helping Thunderlane move the clouds.

"Gosh," said Bon Bon. "Applejack's had to grab her tail to keep her from rushing into something suicidally, I'm starting to wonder if her breath tastes like Skittles?"

Rainbow Dash rolled her eyes. "You ever gonna stop promoting that weird fruity candy you made?"

The confectioner smirked. "When it stops making me tons of bits, I will. But seriously, you do have a tendency to overwork yourself. Just like Applejack."

"I know what I'm doing," Rainbow Dash muttered, waving off TL Care.

"Dasher, you got dizzy and were about to crash into Ghastly Gorge back there," Sniper said, removing his sunglasses and pocketing them, the concern plain on his face. "I smashed you out of the sky because you wouldn't have paid attention to me otherwise. You KNOW I'm fond of you, sheila. I'm not about to let you collapse, no matter how much you insist on working yourself stupid."

"I've taken worse hits than this, leggo," Rainbow Dash said, shaking off TL Care again when the doctor tried to examine her. "As for you," she said to Sniper, "I am nowhere near that stubborn!"

Every Ponyville local within earshot just stared at her. Rainbow Dash's ears went back, and she blushed, giggling nervously. "Okay, so... maybe I overdo it now and then. But..."

"Rainbow Dash," TL Care said, "I saw you working to keep the weather moving at 4AM today. Fluttershy was feeding some of her nocturnal animals when she saw you. How much sleep have you gotten?"

"Enough," she said, yawning.

TL Care shook his head. "Go to bed," he said. "The clouds will still be there tomorrow."

"Can't," Rainbow Dash said. "I..."

"Ms. Dash?" Dr. Rorschach chimed in. "I'm Dr. Rorschach, Canterlot Psychological Institute. I was called here by Princess Celestia to help the Elements in coping with what happened. Now, before you say anything," he interrupted as Rainbow Dash started to protest, "I've seen your file. I know that you have no patience for long winded, technical explanations, although considering what I've seen I'm tempted to use one as a way of helping you get some sleep."

Rainbow Dash chuckled. Dr. Rorschach smiled. _Just as planned, _he thought. A little levity to help his patient relax. "Now. As I've said, I've looked at your file. And what I've seen of you, you're very loyal to those around you. But it's only a one-sided loyalty."

Rainbow Dash blinked. "One-sided? How do you figure?" she asked, honestly curious.

"You have to let others be loyal to you as well," Dr. Rorschach said, looking up into the sky. "You're a day behind on the weather. I can understand that. But you've got lots of capable pegasi to help you divide the workload. There's no reason to risk your health out of pride."

Rainbow Dash rubbed the back of her head, looking thoughtful. "...You're not the first person to tell me that," she said. "I always forget it, but it does make sense..."

Dr. Rorschach smiled warmly. "Take some time off. Rest. Recover. You've been through a harrowing experience, same as everypony else. You won't decrease your 'Awesome' quotient by letting others help you, y'know."

"Coolness," Rainbow Dash clarified. "It's Coolness that's decreased by not being grateful."

Dr. Rorschach stared at her. "...Seriously?"

Rainbow Dash just chuckled. "Awesomeness, Coolness, and Radicalness. It's more scientific than it sounds. Twilight help me write up the report on it," she said, yawning again. "And yeah, I guess you're right. I should probably take a rest. You're gonna wanna talk to me later, right?"

Dr. Rorschach nodded, deciding to just roll with it. "Yep! So I can schedule you in with the rest of the Bearers?"

Rainbow Dash nodded. "Sure thing. Snipes, Dr. C, see you later," she said, bolting off.

Sniper sighed. "The sad thing is... ever since merging with her, I understand what she means by her three categories."

TL Care grumped. "If she gets up again to work before getting at least four hours of sleep, I'm gonna have Barricade sit on her."

Dr. Rorschach grinned. "Interesting hearing a reserved guy like you talk about his wife's butt so openly," he said.

"She's my wife, I'm allowed to talk about her adorably oversized posterior all I want!" TL Care snapped. Several ponies watching the exchange chuckled. He then turned ghostly white, his ears going back. "D-D-Did I s-say all that out l-loud?"

"Yes," Dr. Rorschach said, smirking. "Yes you did."

TL Care squeaked and fainted. Dr. Rorschach snickered. Sniper shook his head. "Definitely Fluttershy's father..." he said, trotting up to Dr. Rorschach. "In any case, I'm glad t'see you, doc," he said, offering his hoof for a shake.

Dr. Rorschach smiled, accepting the hoofshake. "Interesting. From what I've read on you mercenaries, none of you really struck me as the type to accept psychological help."

Sniper sneered. "That's mainly Medic and Pyro's fault. Medic hates shrinks, and Pyro kept scaring off or accidentally killing any that tried to examine her," he said. "Me, I'd love to talk to a shrink. I've got loads of issues I need to work out."

"Firstly, stop using the word shrink. I find it offensive," Dr. Rorschach said. "Secondly... killing?"

Sniper nodded. "Sorry about that, doc. And yeah. Before we came here, Pyro wore a body-covering suit that completely hid everything about her, gender included. Every time a doc tried to examine her, they'd try to get her to take off her mask. This was back before Engie got her to relax, so she was real protective of her true identity. A couple docs tried to physically remove her mask. She fought back. With fire. And axes. Which were also on fire. Administrator gave up on sending us psychologists after she killed the third one."

Dr. Rorschach's ears were back. "Uh huh..." he said, worried.

Sniper smiled. "She's not wearin' her mask now, and she's a lot more mellow than she was when she first joined our little group. So you should be all right!" he said. His face fell a little. "Hopefully. Maybe. ...Do you have any next of kin?"

Dr. Rorschach chuckled nervously. "You're not actually helping my confidence, here..." he said.

"Yeah, that's... not really my specialty," Sniper admitted, looking sheepish. He looked over at TL Care, the pegasus still unconscious. "What should we do about him?"

Dr. Rorschach covered his mouth, making his voice sound like an intercom. "Paging Dr. Care to surgery. Dr. Care, report to surgery immediately. Critical heart patient inbound," he droned.

TL Care shot to his hooves, looking around. "I'm ready. Nurse, get me..." he paused, and then gave Dr. Rorschach a sheepish looking. "I fainted, didn't I?"

Dr. Rorschach nodded. "Yepyep," he said.

TL Care grimaced. "I'm so sorry," he said.

Dr. Rorschach laughed. "It's okay. C'mon, we still got ponies to talk to," he said. "Sniper, it was pleasant meeting you."

Sniper nodded, bidding the two doctors farewell as he flew off. After a few more minutes of walking, they came upon the home of Derpy Hooves, a small cottage with patched up bullet holes and some burning damage. TL Care knocked on the door, Derpy opening it and smiling.

"Oh! Dr. Care!" Derpy said. "Hi! I was actually just about to get some rest."

TL Care breathed a sigh of relief. "So you've finally decided to take my advice?" he asked.

The wall-eyed mailmare giggled. "Yeah... Soldier finally convinced me," she said. "I was just setting out some muffins for me and my daughters before lying down. Would you like some?"

TL Care shook his head. "I still have rounds to make before I get some rest myself," he said.

Derpy smiled. "Be sure to take your own advice, you know?" she said.

TL Care smiled. "I've been resting off and on as needed today," he said. "Still, as with you and your deliveries, I cannot let my job go fully."

Derpy smiled, chuckling. TL Care turned to Dr. Rorschach, who had been patiently watching behind them. "Derpy Hooves, this is Dr. Rorschach. He's an old friend of mine, from the Canterlot Psychological Institute," he said.

"I've been asked to come here by Princess Celestia to offer advice and counseling to the Element Bearers," Dr. Rorschach said. "It's a pleasure to meet you, Miss Hooves."

Derpy smiled, nodding. "Believe me, Doctor, there's a lot I'd love to talk to a psychologist about," she said, tears forming in her eyes. "It's... it's been a rough few weeks... Just as bad as my earlier adventures..."

Dr. Rorschach smiled. "I can imagine. With all that's happened..."

"No, Dr. Rorschach," Derpy said firmly. "You can't imagine. And you should thank your lucky stars every day that you can't." She smiled sadly. "But we can talk about it, at least..."

Dr. Rorschach frowned, looking into her eyes. There was something... old, about them. As if she had seen wars... "Very well, Ms. Hooves. Can I schedule you in for an appointment?"

Derpy nodded, smiling again. "Thank you..." she said. "Oh! If you're looking for the BLUs, most of them are at Sweet Apple Acres."

Dr. Rorschach nodded. "We'll get to them in a moment," he said. "It was a pleasure speaking with you, Miss Hooves."

Derpy giggled. "You can call me Derpy. Everypony else does!" she said, going back inside.

Dr. Rorschach sighed as TL Care came to join him, the two walking off. "What sort of parents name their child Derpy?" Dr. Rorschach asked.

"Her mother, Klutzy Schmuck, and her father, Big Dimwit," TL Care said flatly.

Dr. Rorschach stared at him. "You're kidding," he said.

"I really wish I was," TL Care said, chuckling. "Thankfully, she didn't follow her parents naming trend. Her daughters are named Sparkler and Dinky."

Dr. Rorschach shook his head. "Ai yi yi..." he muttered. "Anyway. Where to next?"

"My daughter's house is not far," TL Care said, smiling.

Dr. Rorschach grinned. "Excellent! You've been bragging on her for years, so it'd be nice to finally meet her for real."

TL Care chuckled. "Well, it's long past time, I'd say," he said. The two walked through town, chatting idly. They eventually came to the outskirts of town, heading towards a rather charming little cottage over a bridge. There was little battle damage, the trees showing slight laser burns. Beyond that, the idyllic little home was unchanged.

"Heh. Nice place," Dr. Rorschach said.

"My daughter bought this place herself," TL Care said proudly. "Earned the money herself as a veterinary assistant, and now runs her own pet care business. And that's with inheriting my unfortunate shyness."

"Even more," Dr. Rorschach said. "She's helped save the world more than once! Your daughter's a real wonder, Teal."

TL Care beamed. "Yes yes, and I'm proud of her for each achievement. But even without the heroics, she's my pride and joy. Barri and I... we adore her, and will love her always."

Dr. Rorschach nudged him playfully. "Ever the proud papa," he said.

"Damn right," TL Care said, blushing. "Sorry..."

"It's okay," Dr. Rorschach said as the two of them went up to Fluttershy's door, TL Care going up to knock on it. Timidly, Fluttershy peeked out of the cottage's front door, brightening when she saw her father. She hugged TL, letting out a delighted squeak and fluttering her wings.

"Good to see you, sweetie," TL Care said, smiling.

"I'm so glad you came, daddy! Zecora, Heavy, and I were just sitting down for tea, and..." Fluttershy said, blinking when she noticed Dr. Rorschach. She visibly wilted, smiling nervously and backing away.

"Dr. Rorschach is an old friend of mine," TL Care explained. Dr. Rorschach smiled, nodding.

Fluttershy hesitated, but smiled after a moment and motioned for the two of them to come in. TL Care and Dr. Rorschach traded grins, and went inside.

The cottage was about what Dr. Rorschach expected, quaint and roomy. Sitting on the couches were an elegant zebra and a massive blue Earth pony who was sipping tea with surprising daintiness.

"Hello Zecora, Heavy," TL Care said, smiling.

"It is always good to see friend, oh yes," Zecora intoned. "But it seems that you have brought along a guest?"

"I'm Dr. Rorschach, Canterlot Psychiatric Institute," Dr. Rorschach said. "I was asked here by Princess Celestia to act as a counselor for the Elements?"

"Da. I remember. Princess ask for tiny psychologist pony to come talk to us," Heavy rumbled, nodding. "Is good to meet you."

Dr. Rorschach smiled. "Teal's an old friend from college. I'm more than happy to help. And to meet his daughter that he's always bragging on!"

Fluttershy blushed. "R-Really, I'm not that important..." 

"More than once you've saved the day," Zecora said, smiling. "In a vast myriad of adorable ways."

Dr. Rorschach turned to Zecora, speaking in perfect Zebrican. "(And I assume that you are the shaman Zecora? It's interesting to see one so far from the ancient capital.)"

Zecora went wide-eyed, but smiled. "(I left because I felt my destiny was elsewhere. The elders objected, but my mother had high enough standing in the tribe to convince them to let me go out on my own. Aside from a few... misadventures, the forest itself trying to eat me a couple times, and the occasional bout of homesickness, I've never regretted leaving.)"

Dr. Rorschach nodded. "(Fair enough)," he said. "(It's my hope that we can get to know each other better during our sessions, Miss Zecora. I've always had great respect for the healers of the Zebrican tribes.)"

Zecora nodded, sighing. "(I admit, it's been a harrowing time for us all...)" she said. "(It would be nice to talk to someone about it.)"

"That's why I'm here," Dr. Rorschach said proudly in Equish. "To offer what small bit of emotional support and advice I can give."

"Hnh," Heavy rumbled. "Tiny brain doctor can speak many languages."

"Yes," Dr. Rorschach said. "I found quickly in my line of work that some ponies prefer to speak in their own language. It helps them relax and be more comfortable in talking to me, which is always a plus."

Heavy nodded. "I do not mind talking in English... err, Equish..." He rolled his eyes. "Hnh. Whatever. Is still hard language to speak in. But I do not mind talking about it."

"So you're on board with the idea of getting counseling?" Dr. Rorschach asked hopefully.

"Help Light Elements first," Heavy rumbled. "Then you may talk to Heavy."

"Yes, of course, but remember, I'm here for you and your team as we..." Dr. Rorschach started.

The glare Heavy gave the psychologist would have melted steel. "Help Light Elements first," Heavy insisted. Dr. Rorschach nodded nervously.

Fluttershy gave him a scolding look. "Now Heavy, he just wants to help us," she said.

"You and other Light Elements take priority," Heavy said.

"Still, it was very rude of you. He's here to help us after all," Fluttershy said, smiling at Dr. Rorschach.

Heavy glared at her for a long moment, Fluttershy returning the glare until Heavy finally turned away, chuckling and shaking his head. "Heavy is sorry, tiny brain doctor," he said. "Heavy is simply protective of friends."

Zecora, meanwhile, just sipped her tea peacefully, the shaman unperturbed by the exchange.

Dr. Rorschach sighed in relief. "No problem," he said. "And perfectly understandable." He turned to Fluttershy. "Now, what of you? Would you be willing to let me help you with any lingering issues of your own?"

"Oh, that's really not necessary," Fluttershy said, smiling.

Dr. Rorschach quirked an eyebrow. "Really? Are you certain?"

Fluttershy nodded. "There's really no need to put yourself out for me," she said. "The others, they need help more than I."

Zecora frowned. "We've all been through the same thing, dear Fluttershy. Perils and nightmares, plus our doom is nigh..."

"Nightmares?" Dr. Rorschach asked. "I think there was mention of that in the files Princess Celestia gave me..."

Fluttershy shivered. "I... I really don't want to talk about them..." she said, whimpering. Zecora looked equally uneasy.

Dr. Rorschach smiled. "Of course not. You don't have to. Nightmares just dreams, and dreams can't hurt you..."

"These can..." Heavy rumbled softly.

Dr. Rorschach looked confused. "I don't understand," he said.

Heavy sighed. "Has Spy briefed you on nature of state secrets?"

Dr. Rorschach nodded. "Of course. And as I told him, everypony I talk to I treat as a patient, and I never betray the confidentiality of my patients. I'd lose all trust as a physician if I did that."

Zecora just smiled.

Fluttershy shivered, not wanting to remember her nightmare. Heavy sighed, and said, "...Nightmare Moon is back. We don't know how yet, and hold no leads as to where she is. But she has been attacking Elements of Harmony with crippling nightmares, calling them 'gates.'"

Dr. Rorschach's ears went back, and he shivered. "As if there wasn't enough already going on... What is the nature of the nightmares?"

"A corruption of ones existential self... Good becomes madness... a personal hell..." Zecora said softly, closing her eyes and grimacing as tears made their way down her face. Fluttershy began sobbing, and TL Care ran over to comfort her.

"Please..." TL Care said. "Talk to him. Rory is a good friend of mine, one of the few ponies I can say I trust implicitly. He can help you, I know he can... Heck, he got his cutie mark talking me into asking your mother out for the first time..."

Fluttershy gave him shocked look. Dr. Rorschach chuckled. "Surprised me just as much," he said. "But that's when I realized that I enjoyed helping ponies overcome or deal with the problems of their lives. I can't guarantee anything, but I can promise that I can try and help you. I say this to everypony, but if nothing else, I can be a sounding board for your troubles."

"Please, Fluttershy..." TL Care said. "For mine and your mother's sake, if nothing else..."

There was a long pause. Eventually Fluttershy nodded, smiling slightly.

TL Care sighed, smiling in relief and hugging her. Heavy and Zecora traded pleased looks. Dr. Rorschach grinned. "I will be in contact with you two to set up times to see you," he said to Fluttershy and Zecora. "I have a few more ponies to see today, so if you'll excuse me..."

"Rory..." TL Care said softly. "Is it okay if I just stay here with my daughter?"

Dr. Rorschach understood. "Of course. I've seen most of the others... Where would I find Applejack, Princess Twilight, Spike, Trixie Lulamoon, Medic, Engineer, and Demoman at this time of day?" he asked.

"Medic is at hospital. Mare-Do-Well is recovering from magical related maladies I do not understand. Something about magical hyper exhaustion. She had to raise sun and moon while Princesses were kidnapped. Medic will not see you," Heavy rumbled. "Hates brain doctors. Thinks only way to know someone's brain properly is through surgery."

Dr. Rorschach nodded. "Duly noted," he said.

"Princess Twilight, tiny dragon, and Engineer are at Tree of Harmony with Engineer's robot daughter, Gem Sentry. Pyro is at Sweet Apple Acres with Demoman, Cadet, Applejack, and Trixie. Were you warned about Pyro?" Heavy asked.

Dr. Rorschach nodded. "Yeah... I'm not looking forward to that one..."

Fluttershy smiled. "Oh, she's really quite delightful... if you can get past the pyromania. But really, she is a darling!"

Zecora sighed. Dr. Rorschach gave her a look, and the zebra alchemist just shook her head. "Hnh. My distaste for the lady of flame is sadly for reasons that are rather lame. Her body gives off a lot of heat, apropos for a unicorn of fire. But my potions react badly to her constant flames, and become a toxic mire."

Fluttershy frowned. "She doesn't mean to, though," she protested.

Heavy grunted. "Is not point. Is still inconvenient for tiny alchemist," he rumbled, Zecora nodding in agreement. Heavy turned to Dr. Rorschach and said, "She has mellowed out greatly since coming to Equestria with us. Heavy is... mostly certain that you are in no danger. Engineer has told her to behave, and she obeys him without question."

"She obeys Engineer? Why?" Dr. Rorschach asked.

Fluttershy giggled. "It's love. She and Engineer are in love," she said.

Dr. Rorschach made a note of that. "All right," he said. "I can make my way to the Acres from there, and from what I've heard the path to the castle in the Everfree is pretty safe nowadays. Teal, shall we meet later for dinner?"

"Of course," TL Care said. "Good luck, Rory."

Dr. Rorschach nodded, and headed out of the cottage, making his way towards Sweet Apple Acres. He got lost briefly, and had to ask for directions, but finally made his way towards the Apple family farm, the rich scent of fresh apples greeting him as he approached.

"Aaah," Dr. Rorschach said in satisfaction. "Now THERE is a smell that you don't get in Canterlot. Exquisite..." He chuckled, trotting up the dirt road to the farmhouse, passing dozens of apple trees on the way there. He helped himself to some fallen apples along the way up, almost moaning in pleasure at the taste of the delicious fruits. "Even BETTER than the stories say!" he cheered.

As he approached the farmhouse, he noticed something happening in a nearby barn. Curiosity overcame him, and he trotted over to look.

It took Dr. Rorschach a few moments to recognize the white, blonde-maned unicorn speaking to the dark blue, mustached, eyepatched Earth pony currently sitting with a regal bearing at a nearby table. But the compass rose cutie mark was unmistakable. It was Prince Blueblood.

"You!?" Blueblood said in shock. "Demoman, you're... But... It can't be, but I know that bearing. The way you're holding yourself now, the way you were speaking just now... You're nobility!"

"Aye," said the Earth pony, "Prince Tavish, twentieth heir of the House DeGroot, the last noble family in Scotland. My family fought alongside William Wallace and Robert the Bruce, and have kept our status e'en as our country's government changed." The eyepatched Earth pony smiled proudly.

"It can't be..." Blueblood said softly, visibly baffled. "If you're a noble, then why are you associating yourself with such... such ruffians?"

"Because those ruffians are some of the finest men I've ever known," Demoman said. "They... oh, hello."

Dr. Rorschach grimaced, realizing he was spotted. "Ah. Sorry, didn't mean to interrupt. I'm Dr. Rorschach. Princess Celestia commissioned me to help the Element bearers after the recent events?"

Demoman nodded. "Aye, she told us that she had a doctor coming for all of us specifically. Good te see ya, laddie," he said, smiling amiably.

Dr. Rorschach nodded, pleased that this meeting was going so well. "And... you are Prince Blueblood, yes?" he asked Blueblood.

Blueblood scowled, looking away. "Not... at the moment..."

Demoman snickered. "Princess Celestia stripped him of his titles and lands, and gave him to us as our Cadet. And since we go by our job names, he has to go by his job name as well. His name, until we say he can have his old one back, is Cadet."

Dr. Rorschach nodded. "Then Cadet is what I shall call him," he said.

Blueblood scowled. "You could show at least a little sympathy," he muttered.

Dr. Rorschach's smile was perfectly neutral. "The last time I encountered you, Cadet, you publicly humiliated my colleagues and I, declaring that our profession was one that only busybodies, nosy jerks, and perverts would go into. You'll have to forgive me, but I'm indulging myself in a little bit of schadenfreude right now," he said.

Demoman snickered as Blueblood began grumbling under his breath. "We were in the middle of something, lad, so if ye'll excuse us?" he said.

"Of course," Dr. Rorschach said. "I'll be back later to schedule a session with you." He turned away, and left Blueblood and Demoman to talk alone, heading for the farmhouse. As he watched, an older mare and a young filly with a bow in her hair were chatting on the porch, the older mare idly strumming an old banjo.

"Excuse me?" he called out. The two mares turned towards him, curious, and he continued. "My name is Dr. Rorschach... is Applejack home? Or perhaps a miss Trixie Lulamoon? I was sent by Princess Celestia, to..."

The filly brightened. "Oh yeah!" she said. "Applejack mentioned somethin' about that!" She trotted over to him. "Ah'm Apple Bloom! That there's Granny Smith!" she said, pointing up to the older mare and grinning brightly. "Mah sister and mah brother, Big Macintosh, are inside teachin' Miss Trixie and Miss Pyro how t'make apple fritters!"

Dr. Rorschach grinned at the exuberant little filly, although he was slightly dismayed to see that she, like so many others, had bandages around her barrel. _To think that even children weren't spared in the attack... _he thought. Out loud, he said, "You are ten different kinds of cute, y'know that?"

Apple Bloom blushed, grinning. "Thank you kindly, Dr. Roar-shake," she said. "C'mon in!" She lead Dr. Rorschach inside the house, Granny Smith giving him a cursory nod, the older mare apparently lost in her own thoughts. Apple Bloom led him inside the quaint, homey farmhouse, Dr. Rorschach looking around and smiling at all the family pictures.

"AJ? That doc you told me was comin' is here!" Apple Bloom called out as she entered the kitchen, Dr. Rorschach stepping in after her. Inside the kitchen were four figures, an athletic-looking orange pony with a stetson hat, a massive red stallion with a yoke around his neck, a blue unicorn with silvery hair, wearing a rather fanciful purple cape and hat, both speckled with yellow stars, and another blue unicorn with hair the color of flame.

The orange pony, whom Dr. Rorschach guessed was Applejack, was the first to speak. "Ah! Perfect timin' there, doc! The fritters are ready t'come out of the oven now!" she said, putting a heat blocker pad in her mouth and using a spoon to scoop the lumpy wads of dough out of the frying oil, setting them on a tray on the counter, the caped unicorn drizzling a glaze over them.

The cape-wearing unicorn looked nervous. "Here's hoping it works out well," she said. "Trixie has never cooked more than camp food, as she is normally on the road full time..."

"And the guys stopped letting me in the kitchen after the third time I burned the base down," the fire-haired unicorn said.

The three apple ponies traded disturbed looks, Applejack setting the tray of fritters down on the table. Applejack decided to just ignore the fire-haired unicorn for now, and turned to Dr. Rorschach. "Maybe you can be judge, pardner. An 'unbiased third party,' as Rarity'd put it."

"Sure!" Dr. Rorschach said. He went over to the table, Apple Bloom jumping up on a chair by the fire-haired unicorn as he was given a fritter wrapped in a napkin. He blew on it to cool it a little, and took a bite. Almost immediately, he let out a groan of pleasure. The dough was perfectly cooked, the glaze just the right amount of sweet, and the apples inside moist and delicious. "This is fantastic!"

Everypony beamed, the two unicorns trading high hoofs. "Haha!" the caped unicorn cheered. "Another success for the Great and Powerful Trixie!"

"And for Pyro the Adorable Inferno!" the fire-haired unicorn said, giggling.

Dr. Rorschach eagerly finished the apple fritter, burning his lip slightly on the filling but not caring. "Definitely gonna want another before I go," he said.

Applejack grinned. "Mah pleasure, pardner," she said.

"And be sure to tell everypony you meet that it was the Great and Powerful Trixie and Pyro the Adorable Inferno who made those fritters!" Trixie crowed, the three apple ponies rolling their eyes.

Dr. Rorschach chuckled. "I'm Dr. Rorschach, from the Canterlot Psychological Institute."

Applejack tipped her hat to him. "Ah'm Applejack, this here's mah brother Big Macintosh. Pyro and Trixie have already introduced themselves, and you already met Apple Bloom and ah'm guessin' mah Granny."

Dr. Rorschach nodded. "She was outside, yes. Princess Celestia sent me to give the Element bearers counseling after recent events, relating to the repeated invasions."

Big Macintosh nodded, as if expecting this. "One of the psychologists Princess Celestia called to help t'town have already been here, wanting t'talk to Apple Bloom and the Crusaders... A Miss Happy Thoughts..."

"I know her," Dr. Rorschach said, brightening. "One of the best foal psychologists in the business. Also... Crusaders?"

Apple Bloom grinned. "Me and mah friends have formed a group dedicated to findin' our cutie marks! The Cutie Mark Crusaders YAY!" she said, almost bellowing the last word. She then blushed. "Sorry. Force a'habit."

"A fine goal," Dr. Rorschach said. "It's always good to have support when trying to find out who you are. And don't give up, you'll get your mark eventually. I got mine in high school."

Apple Bloom looked mildly dismayed. "That long?"

Dr. Rorschach nodded. "Yep. But don't worry about it. You've got a good support group from what I can see, friends and family. I'm sure you'll get your marks in short order!"

"If'n they don't destroy the town again," Big Macintosh muttered, not entirely under his breath but entirely without malice.

"That was NOT our fault," Apple Bloom protested. "And the town wasn't destroyed. Discord and the Princesses convinced Nyarlahotep not to devour the world, didn't he? Pinkie Pie even threw him a party, got him to take on a form that wouldn't drive ponies insane just from lookin' at it."

Dr. Rorschach, Trixie, and Pyro gave Applejack a confused look. "No," Applejack said, looking ill. "You don't want to know."

Dr. Rorschach coughed. "A-Anyway... I am here to provide counseling to the Element bearers because of the past crisis."

A thought occurred to Pyro. "Ah... did the others tell you about my past history with psychologists?"

Dr. Rorschach nodded, giving her a wary look.

Pyro grimaced. "It's okay, I'm... a lot better now. The reason I killed those ones who grabbed my mask, it's..." She chuckled nervously. "Hell, doc, I'm probably the most messed up one here, even with what the others have gone through. I know I need help, and thanks to Engie I'm... I'm not afraid of letting men touch me anymore."

Trixie hugged the firebug, the three apple ponies giving Pyro a startled look.

"Pyro..." Applejack said softly, stepping forward.

"Not... now..." Pyro said, shaking her head fiercely. "Not... ready to talk about it now..."

"Okay, sugarcube," Applejack said, smiling warmly. "But like y'all keep sayin.' We're a team. That makes you as good as family, and Apples always help out their family."

Pyro grinned. "Thank you... But still... not now..."

Dr. Rorschach nodded, smiling warmly. "Which is why we'll wait to talk about it in private session, Miss Pyro. And speaking of..."

"I'll make sure Applejack comes to your sessions, Dr. Rorschach," Big Macintosh chimed in.

"Dang it Mac, ah was gonna agree to talk t'him!" Applejack grumbled.

Big Macintosh quirked an eyebrow. "You say things sometimes, AJ, but then you get wrapped up in work and forget. Ah knew you was going to agree. Ah was just agreein' to make sure y'got there."

Applejack hit him with her hat, glaring at him affectionately. Big Macintosh just smirked. Trixie giggled.

"Anyway..." Dr. Rorschach said, turning to Trixie. "What of you, Miss Lulamoon?"

"Trixie will come, Dr. Rorschach," the caped unicorn said. "Normally, Trixie would not deign to do so, but..." She looked thoughtful for a moment. "Recent incidents have convinced Trixie that perhaps talking to a professional would help..."

Dr. Rorschach nodded. "Yes... There was mention in the file on you about a recent memory transfer?" he asked.

Trixie nodded. "A long story, my good doctor... But this is not the stage Trixie would prefer to tell it on," she said. "Trixie is a showmare at heart and by trade, and the mood is too good for so dour a tale."

This time Pyro hugged her. Dr. Rorschach took careful note of that, deciding to ask about it later in sessions. "So we're all in agreement then," he said. "Excellent!"

Applejack chuckled. "Help's been needed here for a long time, Dr. Roar-shake," she said.

Dr. Rorschach nodded. "And I'm more than happy to provide it," he said. "I have a couple more ponies to talk to before I can start scheduling sessions, but I do have one more question before I go, and I'm afraid it's not a happy one."

"Uh oh..." Applejack said, grimacing.

"Indeed..." Dr. Rorschach said. "Miss Applejack, Miss Trixie... Have either of you been afflicted by nightmares, recently?"

Applejack cringed again. Trixie closed her eyes, shivering. "No," she said. "Applejack, Derpy, and I have not had the misfortune of being afflicted by those attack nightmares. And quite frankly, I have been dreading it. With my mind damaged as it is..."

"What's worse right now is the waiting," Applejack said, starting to pace back and forth. "It's like she's just waitin' now, enjoyin' watchin' the three of us squirm..." Apple Bloom went over to hug her sister, Applejack sighing in frustration.

Dr. Rorschach shook his head. "I'm afraid there's not much I can do on that front, save to tell you not to live in fear. That's playing into the Nightmare's hooves right there. The best thing you can do is live your lives as if you aren't expecting them..." 

"Good advice..." Trixie said softly. "Difficult to put into practice..."

"All I ask is that you try," Dr. Rorschach insisted. He looked outside, and saw the sun moving towards the horizon. "I really should get going. I have to talk to Engineer and Princess Twilight still, and it's a long walk to the Everfree castle."

"O'course," Applejack said, smiling. "Help y'self to the fritters. It's been good t'meet you, Dr. Roar-shake."

Dr. Rorschach to let the mispronunciation of his name go. Compared to other names he'd been called over the years, this was nothing. He ate a couple more fritters, and bid farewell to the gathering. Granny Smith had gone back inside by the time he left, the psychologist heading towards the Everfree path on the outskirts of town.

Guards armed with heavy crossbows and magitech rail guns stood along the path, recently completed a few days before the attack. He made his way easily along the path, coming to the bridge leading to Everfree castle, and the natural stairway leading down into the cavern of the Tree of Harmony, the cavern glowing softly.

Truthfully, Dr. Rorschach was a little excited. He had heard of the Tree of Harmony, and had always wanted to see it. So many old myths come to life... who wouldn't want a chance to experience them?

Slowly, almost reverently, he walked up to the cavern. The magical light seemed to welcome him, sensing his good intentions, a pleasant warmth filling him as he walked inside. When he saw the tree, he gasped.

It was beautiful. A great, crystalline tree with an image of the sun and moon on the trunk, and eight great branches bearing the crystals of the original Elements of Harmony, extending out from the primary crystal of the Element of Magic, smaller branches filling out the tree. Dr. Rorschach's eyes were wide with wonder as he slowly approached this holy object.

"There were originally just six, you know. Six branches, I mean," came a voice from behind him. Dr. Rorschach eeped and whirled, Twilight Sparkle right behind him.

"Oh!" he said. "Princess Twilight, I'm sorry, I..."

Twilight chuckled. "It's okay," she said as she walked up beside him. "And you can call me Twilight. We're going to be seeing each other in a rather intimate fashion, right?" She blinked. "That sounded wrong..."

Dr. Rorschach chuckled. "I knew what you meant Princ... Twilight," he said. "And yes, we are." He looked at the Tree again. "What did you mean by just six?"

"Just six Element of Harmony crystals," Twilight said, smiling and walking up to the tree. "There were nine Elements originally, but when Trust, Love, and Hope were destroyed long ago, their branches withered. Derpy, Trixie, and Zecora finding their elements restored the branches, and restored the crystals."

"Amazing..." Dr. Rorschach said, walking up to the Tree as well. "And this is where you keep the Elements when they're not in use?"

"Ah, no," Twilight said, giggling. "The Elements we now wield are a result of an experiment I did. I took shavings of each crystal, and combined them with clippings from the Tree. I thought I would use them to try to grow a new Tree of Harmony, but they each became a copy of the Elements of Harmony. We've been using them as a focus for the Rainbow Power, the magic we got from the Tree to stop Tirek the first time." She glowed briefly, her mane and tail gaining golden streaks and becoming ethereal as a corona of power surrounded her, the alicorn hovering in the air, her cutie mark glowing. "We can still use the Rainbow Power in its normal form, as you can see. But if we focus it through these new Elements of Harmony my experiment created, the effect is more focused and powerful." The Rainbow Power faded, Twilight's mane, tail, and cutie mark returning to normal.

Dr. Rorschach nodded, smiling. He always liked hearing about new scientific discoveries. "Truly fascinating, Twilight!" he said, deciding to get back to business. "I take it from the fact that you guessed my profession that you know who I am?"

Twilight nodded. "I recognize you from my lessons with Princess Celestia. She had Professor Brainpan come talk to me about psychology for one lesson. You were there as his apprentice."

Dr. Rorschach chuckled. "The stallion was a genius. Taught me everything I know," he said.

Twilight beamed. "Well, you're more than welcome. Believe me, you and the other psychologists and psychiatrists that have been called here to help everypony are needed greatly," she said.

Dr. Rorschach nodded. "I recognize some of my colleagues from my own school days. They're all good ponies, and can do a lot of good here," he said. "As for me, I'm hoping I can do some good for you and the other Element Bearers, as well as young Spike."

"Good, you're including him," Twilight said. "He always feels so left out..." She trailed off, looking thoughtful, chuckling and shaking her head after a moment. "Heh..."

"What is it?" Dr. Rorschach asked.

"The Doomtree... It put us all in an illusion... Made me think that I was Spike's mother..." Twilight said softly. "Ever since then, though..."

Dr. Rorschach nodded, understanding. "You're starting to realize you actually do have motherly feelings for him," he said.

Twilight giggled. "I certainly lecture him enough to be his mother," she said.

Dr. Rorschach smiled. "It's perfectly natural," he said. "From what I've read, you played a big part in raising him."

Twilight closed her eyes and sighed. "Something to talk with him about, I suppose," she said softly.

Dr. Rorschach looked around. "Where is Spike, anyway?" he asked. "And Engineer, for that matter? I was told they were both here."

Twilight smiled. "Spike was getting tired, so Engineer and Gem took him back into town to get him some ice cream and put him to bed. Spy was here for a bit, but we couldn't do anything now, so he went to check on the others one more time."

Dr. Rorschach nodded. "Then I guess I've seen everypony I need to, then," he said. "I'll start scheduling times for us to talk."

Twilight nodded. "Do you need a place to stay?" she asked. "The hotels are pretty booked..."

"Lemme try on my own first," Dr. Rorschach said, smiling. "If I can't find a place, I'll take you up on your offer."

Twilight nodded, turning back to the Tree of Harmony as Dr. Rorschach left, marveling inwardly.

_She has an alicorn's majesty, and yet she still has the approachability of a mortal, _he thought. _Amazing..._

As he ascended the stairway back to the main path, he was met by someone.

"Captain Harbinger?" Dr. Rorschach asked, recognizing the famous soldier.

The indigo pony nodded. "Princess Celestia requests a private audience with you in the forest," he said, smiling.

Dr. Rorschach frowned. Something felt... off, about that smile... "All right," he said, letting Harbinger lead him off the path and into the forest. The light became dimmer as the sun slowly set, the canopy of trees hiding more and more of the light until Dr. Rorschach could barely see. More and more he was starting to feel like this was a bad idea, that he shouldn't be here. But he couldn't leave. Princess Celestia had asked for him, after all.

Eventually, they came to a small clearing, lit by a roaring fire. Princess Celestia was there, a too-wide smile on her face. With her was a gray, black maned, horribly battered pegasus with a disturbing cutie mark, his face covered by a ghostly white mask. Purplish blood oozed from several wounds, several burns on his flesh.

Before Dr. Rorschach's horrified eyes, Princess Celestia picked up the pegasus by his foreleg with her magic, and broke his leg.

The pegasus let out a shriek of agony, desperately struggling to get away, the alicorn's magic holding him perfectly in place. Princess Celestia giggled. "Harbinger!" she said in a far too cheerful voice "Look what I caught while you were away!"

Harbinger grinned widely, his eyes glowing with an ethereal white light. "One of Slendermane's Masky servants? Most excellent, my lady!"

Princess Celestia giggled again. "It is, isn't it?" she said. "I was thinking of ripping open his belly and boiling his insides. Wouldn't that be lovely?"

The insanity of the situation was too much. Dr. Rorschach turned to flee, but Harbinger vanished in a blur, reappearing in front of him, a mad grin on his face.

"Stay, Dr. Rorschach. You are safe in my lady's light. Princess Celestia will not harm you," he said, slowly stalking towards the terrified psychologist, who backed away from him as best he could, entering the clearing.

Princess Celestia pulled Dr. Rorschach towards her, hoisting him in the air with her magic. "Indeed, my delightful little pony," she said. "Do not fear! Those who help those I care for, I reward! And as for this monstrosity..." She twisted his leg, breaking it again, the masked pegasus letting out another wail of agony. Princess Celestia grinned cruelly. "Do not feel pity for him. He is a brutal, child-eating carnivore who has corrupted others with his poisonous ways. He deserves all of what I am doing to him. And so much more..."

Dr. Rorschach was more terrified than he had ever been in his life. To see Princess Celestia, who normally gave off the impression of a stoic pillar of strength, calm, and reason, to see her giggling like a madmare as she tortured a pony... it was unreal. He could barely believe what his eyes were seeing. He wanted to get away, get far away! But he was too frightened to struggle, too afraid of offending the madmare before him.

"I am so very glad you're here, my little pony," Princess Celestia said, chuckling merrily as her magic surged, tearing off one of Masky Pegasus's forelegs, the pegasus shrieking in agony. "For you see... I have great plans for Twilight and her friends, as well as those lovely BLU ponies. Great plans indeed... My eyes have been opened, Dr. Rorschach. No longer will I be weak. No longer will I make the mistake of showing MERCY to those who threaten my little ponies. Especially the ones I care about most. Oh yes... I will have True Harmony, my good doctor. But to do that, I need Twilight and her friends..."

Every word out of Princess Celestia's mouth, every twitch of her eye, every mad gin, all of it made Dr. Rorschach more and more afraid. _She's gone mad! _Dr. Rorschach thought. _I have to get away from her, have to warn Twilight and the others... And Captain Harbinger... _He looked over at the indigo Earth pony, who had the adoring smile of a cultist on his face, his eyes glowing with unnatural coronas. _She's done something to him... This is insane. I have to get away, I have to... _

"Doctor Rorschach," Princess Celestia said firmly. Dr. Rorschach gulped, looking at her. She was staring at him intently. And to his horror, shadowy creatures were starting to swarm around her. "Do not think you can hide your thoughts from me. Do not think I cannot hear the sedition in your head."

"Please..." Dr. Rorschach begged, struggling in her magic, tears of fright streaming down her face. For the briefest instant, he had a hallucination of her with her mane and tail as a roiling, purple mass of Smooze, her eyes glowing black. "Princess Celestia... You're sick... These thoughts you're having, they're..."

Princess Celestia smiled. Dr. Rorschach whimpered. Princess Celestia shushed him, almost cooing. "There there, my little pony... Do not fear. Your Princess, your Goddess... she loves you, as she loves all her little ponies! I'm going to save you, Dr. Rorschach. I'm going to save you as I saved Harbinger... but not yet. Not until all my plans are in place. Not until I can either kill the Slendermane... Or break him..." Her eyes glowed. "Now sleep, my good doctor. Know that you have my trust that you can help Twilight and her friends."

Dr. Rorschach's eyes glowed briefly, and he slumped over in Princess Celestia's grasp. The mad princess set him down, chuckling softly. The shadows swirled around her, Princess Celestia nuzzling them affectionately. "Take him back into town. Give him a happier version of this conversation," she said.

The shadows bowed humbly to her, picking up the unconscious Dr. Rorschach and vanishing into the forest with him. Harbinger stepped forward and bowed, Princess Celestia staring after the shadows.

_YoU bRaInWaSh sO rEaDiLy... YoU aRe BeCoMiNg MoNsTrOuS... _Masky Pegasus taunted, his ethereal voice fraught with agony from his earlier torture.

Princess Celestia just smirked, and ripped his wings off. "Your death, my little pony, will send a message to your master. I'M COMING FOR HIM. And nothing, NOTHING, can stop me..." she said.

_**TO BE CONTINUED...**_


	38. BLU Engineer Journal - Entry 2

_**Personal Journal of Dell Conagher, Builder's League United mercenary corps Engineer **_

_**Entry 2**_

Things have gotten stranger and stranger. Gray Mann, the apparently much more competent brother of our late, unlamented employers, Blutarch and Redmond Mann, is now officially confirmed to be in an alliance with our current nemesis, the creature called Slendermane.

Gray Mann's main modus operandi appears to be the use of robots. Primarily, before the alliance, he made use of robots in the form of I and my comrades using our basic equipment, with variants using other equipment here and there. Sometimes these more unique robots are distinguished by a form of headgear, usually a metalized version of headgear we ourselves owned or have owned in the past. He also makes use of giant robots, more powerful versions of his regular machines, although the only giants so far seem to be of Heavy, Soldier, Demoman, Pyro, Scout, and Medic. Two of his most destructive machines are the Sentry Buster, a giant bomb attached to the fast-moving lower torso of a giant Demoman robot, and the Tank, which is a heavily armored but otherwise unarmed mobile bomb delivery machine.

Most recently, he's made use of machines based off of our pony partners, which leads me to the distressing conclusion that he's learned how to fully harness magic instead of just suppressing our Harmony powers, which is what he did before. The Twilight robots, being based on an alicorn, are the most powerful, but each one is dangerous in its own right. Thankfully, the Rarity robots seemed out of date, lacking the upgrades given to the real thing. Although Gray probably had a Spy robot recording everything...

The idea of a collaboration between Slendermane and Gray Mann is both unacceptable and frightening. His genius plus Slendermane's evil power make for a foul collaboration, best exemplified by the recent capturing of Ponyville as well as the royalty of Canterlot, the Crystal Empire, and the Changeling Collective. They were all placed into the influence of a carnivorous plant known as a Doomtree, a once-thought extinct breed of predator that apparently was cultivated in the demon lands that the entities known as Tirek and Scorpan come from. We were able to rescue everyone, but before that they were all forced to live out an illusion of being humans trapped in an insane asylum. Not pleasant, I can imagine.

Celestia has admitted that Scorpan has always been friendly to ponykind. We've sent word to Scorpan, and he's informed us that he's coming to aid in our efforts against the Slendermane. And even more good news, our rescue efforts to stop the Doomtree resulted in the awakening of the Dark Element of Hope. Seventeen down, one more to go. And if nothing else, Twilight's shown us that they can still access the Rainbow Power, the current source of the Elements' magic.

(But dang, the Rainbow Power forms look silly. Especially Rainbow Dash's. Zecora, Trixie, and Derpy didn't show their Rainbow Power forms, and if their expressions were any indication, they're not looking forward to it. I distinctly heard Zecora mumbling something about 'rainbow stripes' in a derisive tone as we left the Tree of Harmony...

On a mildly amusing note, we've acquired ourselves a new member. Prince Blueblood, stripped of his lands, money, and titles, and reduced to our Cadet as punishment for... well, I read the list. It's... extensive. Suffice to say that he's been abusing his royal privilege for a while and Celestia and Luna finally called him on it. He's been given to us for rehabilitation. Now, he comes off as a jerk at first, but I can see a LITTLE bit of good in him starting to develop, even if he does complain 99% of the time. Soldier's handling the majority of his rehab, and so far he hasn't gotten in the way of our efforts, so I suppose I can let him do his work. Who knows, he might successfully rehabilitate our Cadet into a good pony worthy of being called a Prince!

Or he'll kill him. Whatever works.

As for the citizenry of Ponyville... Everypony seems to be recovering from their ordeal, but their worry is evident. Even with the increased fortifications and the guarded paths to the Zap Apple Cove, Zecora's glade, and the Castle of the Two Sisters in Everfree, all three firmly established evacuation points, ponies are worried. And I can't blame them.

Twilight and I have taken a drastic measure. I should take this time to note that early on in our time in Equestria, Spy and I, just the two of us, have visited the other universe currently inhabited by Sunset Shimmer a former student of Princess Celestia's who's also become an alicorn, and the alternate human versions of the original six Element Bearers. It was nice to be human again, but it was clearly not our Earth, so we left and decided not to tell the others so as not to give them false hope. This, however, has given Twilight an idea. We could enchant a mirror in a fashion similar to the one that leads to Sunset's world and try to observe other worlds, in the hopes of finding some means of killing Slendermane.

The enchantment wouldn't be the same as the one on the other world's mirror, and would only allow us to observe. I'll post records of our findings once we have some decent results.

The others weren't happy when I told them about Sunset's world, as I felt they needed to know once we decided on our experiment. but we're all in agreement. We all want to go home, but we're not leaving until the contract's fulfilled and Slendermane is dead. Only when we have that thing's corpse in front of us will we feel that we can go back to our world. And besides, the new portal's just for viewing anyway.

…

Personal Note: Earlier today I overheard Soldier talking to Demoman about wanting to stay in Equestria, that he was happier here. Demoman said he'd be supportive of his decision. I asked Pyro what she thought about it, and she said that if it was at all possible, she would want to stay as well, although not without me. I love that woman... Even with the dementia, the split personality, and the violent tendencies, she's a thousand times better than Irene ever was. But the thing is... I can't blame her for wanting to stay. I'd never have been able to make something as wondrous as Gem if I was still living in our own world. The potential for learning, for discovery... it's fantastic. But I can't leave my daughter. No matter what, I can't leave my daughter in Irene's hands.

...As if she was sensing my thoughts on the matter, that same day Rarity mentioned in an oh so casual way that she had spoken with all four princesses and found out that none of them would recognize any legal custody arrangement made by human courts, and that if Krista was over here, she'd be my daughter and Irene would could only see her if I let her. Rarity said this in a casual, almost dismissive way, but I knew what she was getting at...

...Am I a bad person for wanting this? To have a loving wife in Pyro, and two wonderful daughters in Krista and Gem? To bring Krista over here, uproot whatever life she's made over there, just so I can be happy? I mean, she's always got along with Pyro and the fellas whenever I had visitation rights. And I know she's into unicorns and all that magical stuff... Still, she told me she does have friends over there, and that her mother, for all her faults, is making sure she gets good grades... If I just yanked her over here she'd have to start in kindergarten again, practically... Plus, we're pretty sure now that Slendermane has murdered several children over the years, including several in Canterlot recently. There have been disappearances since Canterlot, but nothing conclusive, although we all suspect...

This place is so beautiful, so wonderful despite its horrors...

But I just don't know... It's all so frustrating! I just...

I just want my Krista back! It's not FAIR! Is it so wrong that I just want to be happy again?!


End file.
